Biology Notes Essay Example

Biology Notes Essay Example Biology Notes Essay Biology Notes Essay ACT Friday, 24/04/2009 Citrus trees are dying in Indonesia. The cause is citrus greening disease, a bacteria spread by insects. Australia is in real danger of catching the bug, with scientists suggesting it might blow on the wind, or fly in with a tourist. Australias biosecurity protection is one of the reasons our country has the massive commitment to aid in Indonesia. Citrus greening disease has already spread in the US, most recently into the orchards of South Carolina. On the populous island of Java, farmers should now be harvesting their small mandarins called jeruk but most trees have been pulled or are diseased. Citrus greening or Huanlongbing as its known in Asia was first found in the 1950s on one of the Indonesian islands, but its rapid spread over the past 10 years has surprised researchers at Gadja Mada University. Its a bacterium is spread by the psyllid insect and it destroys the phloem cells, the veins that carry sugar and nutrients throughout the plant, leaving the fruit barely edible. The fruit becomes abnormal, and more sour and hard, says Dr Siti Subandiyah, the Indonesian project leader on the Australian Centre for International Agricultural Research, (ACIAR) project based at Gadja Mada University in Jogjarkarta. Within just a few years the tree dies and there is no cure, so prevention is the main course of action being taken by the extension staff. Huanglongbing disease is also destroying citrus in Vietnam, so the ACIAR project has partners in Vietnam too. Meanwhile Australia should be on alert for the psyllid insect carrying the bacteria- which could devastate citrus production in Australia too. HSC Biology 9. 4-6 Page 13 A case study Quarantine and the spread of plant and animal diseases within Australia South Australia grows approximately 42 per cent of the annual Australian vine crop and produces more wine than all other States combined. One reason for South Australias viticultural success is that grape phylloxera (pronounced fil-er-a), the worst insect enemy of grape vines, has never been introduced into the State. Since 1899, quarantine regulations have forbidden the introduction of any part of a vine into South Australia. Quarantine of grapes, grapevines and grape rootstock is necessary to protect Australias wine and dried fruit industry from grape phylloxera. Grape phylloxera exists in most of the grape growing areas of the world. It does not occur in most grape growing areas of Australia. Phylloxera appeared in France in 1869, and within 30 years destroyed 75 per cent of the vineyards of this most important wine-producing country. By 1919, people carrying.\Â  infested parts of grape vines to clean areas had spread phylloxera to most wine-growing countries in the world, including the eastern States of Australia. Only Chile and Cyprus and two Australian States South Australian and Western Australia continue to grow European vines in soil that is free of phylloxera. Travellers carrying grapes or parts of vines could easily cause an outbreak of grape phylloxera in South Australia or Western Australia or re-infest other grape growing areas in Australia where phylloxera has previously been eradicated. An outbreak of grape phylloxera in the early 1900s in areas of Victoria and New South Wales caused widespread damage to the Australian grape industry. HSC Biology 9. 4-6 Page 14 Its an aphid Grape phylloxera is an aphid or plant louse. It is native to the eastern States of North America. Over the centuries, American vines have developed a resistance to it. Wherever phylloxera has appeared, European vines have been grafted on to the resistant American rootstocks. The tiny insects are too small to be seen without a microscope. They have a soft body and a tube-like mouth that they use to suck the sap of vine roots. This sucking causes hard round swellings, called galls, to form on the vine roots. A few months later, the galls decay, damaging, stunting and eventually killing the vine roots. A fertile aphid The reproductive power of the species is almost impossible to imagine. It has been reported that the offspring in one season from one egg may total 40,000 million aphids. Aphids may be present in soil clinging to vehicle wheels, footwear, cultivating equipment, picking boxes and, most likely of all, vine roots. Residents of South Australia visiting interstate vineyards should take care not to transport phylloxera back into South Australia. With the benefits of continuous research into grape growing, the South Australia Phylloxera Board has kept grape growers aware of phylloxera and its disastrous consequences should it ever be introduced. Not only would whole vine-growing areas be wiped out but it would also affect South Australias dried vine fruit industry and wine industry, currently a major export earner for the State. HSC Biology 9. 4-6 Page 15 Quarantine precautions Overseas travellers should never bring grapes or any parts of vines into Australia. The only safe method of introducing plant and vine material is through AQIS. The movement of grapes, grapevines and cuttings between the States and Northern Territory is either very restricted or, in most cases, prohibited. There are also restrictions on the interstate movement of various other fruit, vegetables and plant material designed to prevent the spread of pests and diseases to clean areas. Has quarantine been entirely successful in preventing the entry of grape phylloxera into Australia? Has quarantine within Australia been successful? When equine flu entered Australia in 2007, infected horses were found in New South Wales and in Queensland. Quarantine measures were enacted to prevent the transport of horses to regions that were free of equine flu. Equipment was disinfected, horse racing events were cancelled and animals at risk were vaccinated to prevent the disease from spreading. Because of the measures put in place, Victoria remained free of equine flu and there has not been another outbreak. HSC Biology 9. 4-6 Page 16. Evaluate the effectiveness of quarantine The greatest quarantine risks are plants, plant products, animals, animal products and soils. All items that pose a quarantine risk can carry hidden plant or animal diseases. At airports or shipping terminals, as well as at mail centres, prohibited goods are intercepted by AQIS. Quarantine checking stations are also set up across both State and agricultural region borders to intercept produce that may be a quarantine risk. The table below shows interceptions of goods and personal effects entering Australia, 1996 – 1998. Year 1996 1997 1998 Interceptions 5121 10 952 15 060 What do these figures suggest about the effectiveness of our quarantine service? Is it likely that all prohibited goods were intercepted? Suggest some reasons why quarantine would fail to intercept all prohibited goods. HSC Biology 9. 4-6 Page 17 To evaluate the effectiveness of quarantine in preventing the spread of plant and animal diseases into Australia or across regions of Australia, you firstly need to decide on criteria on which to base your judgement. What information do you need before you can make a judgement about the effectiveness of quarantine? You will need to show ways that the Australian Quarantine Inspection Service (AQIS) has successfully prevented the introduction or spread of diseases, and examples of failure. Identify examples of quarantine successes in preventing the entry of plant and animal diseases into Australia. Identify examples of quarantine successes in preventing the spread of plant and animal diseases across regions of Australia. Identify examples of quarantine failures in Australia. Read the article from the World Health Organization (www. who. int/csr/don/2004_01_15/en/) HSC Biology 9. 4-6 Page 18 Avian Influenza The disease in birds: impact and control measures Avian influenza is an infectious disease of birds caused by type A strains of the influenza virus. The disease, which was first identified in Italy more than 100 years ago, occurs worldwide. All birds are thought to be susceptible to infection with avian influenza, though some species are more resistant to infection than others. Infection causes a wide spectrum of symptoms in birds, ranging from mild illness to a highly contagious and rapidly fatal disease resulting in severe epidemics. The latter is known as highly pathogenic avian influenza. This form is characterized by sudden onset, severe illness, and rapid death, with a mortality that can approach 100%. Migratory waterfowl most notably wild ducks are the natural reservoir of avian influenza viruses, and these birds are also the most resistant to infection. Domestic poultry, including chickens and turkeys, are particularly susceptible to epidemics of rapidly fatal influenza. Direct or indirect contact of domestic flocks with wild migratory waterfowl has been implicated as a frequent cause of epidemics. Live bird markets have also played an important role in the spread of epidemics. Recent research has shown that viruses of low pathogenicity can, after circulation for sometimes short periods in a poultry population, mutate into highly pathogenic viruses. During a 1983-1984 epidemic in the United States of America, the H5N2 virus initially caused low mortality, but within six months became highly pathogenic, with a mortality approaching 90%. Control of the outbreak required destruction of more than 17 million birds at a cost of nearly US$65 million. During a 1999-2001 epidemic in Italy, the H7N1 virus, initially of low pathogenicity, mutated within 9 months to a highly pathogenic form. More than 13 million birds died or were destroyed. HSC Biology 9. 4-6 Page 19 The quarantining of infected farms and destruction of infected or potentially exposed flocks are standard control measures aimed at preventing spread to other farms and eventual establishment of the virus in a countrys poultry population. Apart from being highly contagious, avian influenza viruses are readily transmitted from farm to farm by mechanical means, such as by contaminated equipment, vehicles, feed, cages, or clothing. Highly pathogenic viruses can survive for long periods in the environment, especially when temperatures are low. Stringent sanitary measures on farms can, however, confer some degree of protection. Could migratory birds carry avian influenza to Australia? Explain What impact would this have on the effectiveness of Australian quarantine control? Use all of the previous information to make a judgement of the effectiveness of quarantine in preventing the spread of diseases into Australia OR across regions of Australia. Give reasons for your decision. (Hint: Using a plant and an animal disease example, describe the quarantine measures in place, explain how these measures assist in preventing the spread of disease into Australia or across regions of Australia, and, make a judgement about the effectiveness of the quarantine measure, which can be supported by data on the occurrence and spread of the disease. ) HSC Biology 9. 4-6 Page 20 Strategies for disease control and prevention There are several strategies for the control of preventable diseases. These include vaccination and quarantine. Three other strategies are public health programs, pesticides, and genetic engineering to produce disease resistant plants and animals. We will briefly look at all three of these, but concentrate on one, public health programs. Public health programs Public health programs provide sanitation, safe drinking water, immunisation programs and even the quarantine of disease sufferers entering the country. These have all played a part in disease control. You may accept a safe water supply as a fact of life, but that has not always been the case in Australia and certainly is not the case in many other countries. One of the first things aid agencies try to establish when working in these countries is a safe water supply. A classic epidemiological study was performed by English physician John Snow. He found that people who suffered from cholera in the 1849 London epidemic lived mostly in the area of the Broad Street pump. Water was collected daily from village pumps or wells. Snow found that nearly every person with the disease had consumed water from the Broad street pump. He had the pump closed and no further outbreaks occurred in the area. HSC Biology 9. 4-6 Page 21 Read the article The Development of Public Health and answer the questions below. Compare the age of death in Leeds with the age of death in a country area in 1842. What were living conditions in Leeds like in 1842? What were the main causes of death in Leeds? How are these diseases spread? Cholera and typhus epidemics in Leeds prompted some improvement. What was the government response? The Public Health Act in 1875 compelled Councils to improve what? What diseases were reduced as a result? How do improvements in housing reduce the incidence of tuberculosis? How do vaccination programs reduce the incidence of disease? HSC Biology 9. 4-6 Page 22 Modern public health programs Because you have probably seen TV advertisements showing the gruesome effects of smoking, sun exposure and alcohol you may be aware that health programs have been set up in NSW to prevent and control human disease. While pathogens are not implicated in non-infectious diseases, health strategies also target these diseases and aim to reduce their incidence. Methods used by NSW Health include public education such as advertisements about the health effects of alcohol, smoking (remember the ‘Quit’ campaign) and of having unprotected (without a condom) sex; mass immunization procedures such as for MMR (measles, mumps, Rubella) or Human Papilloma virus in schools; screening for high blood pressure, cervical cancer and breast cancer (BreastScreen NSW provides free mammograms to those over 50); and laws requiring that certain diseases such as HIV/AIDS are notifiable (there are penalties for not notifying public health units within 24 hours) or that people with other diseases such as rubella and chicken pox must be isolated. The table below shows some examples of notifiable diseases. To be notified by doctors HIV/AIDS Food poisoning (two or more cases) Gastroenteritis (in educational or residential institutions) Measles TB To be notified by laboratories Anthrax Giardiasis Hepatitis Malaria Influenza Rubella To be notified by hospitals Cholera Legionnaire’s disease Meningococcal disease Poliomyelitis Rabies Tetanus To be notified by school principals Diphtheria Measles Mumps Pertussis Poliomyelitis Rubella HSC Biology 9. 4-6 Page 23 Compulsory notification ensures early detection of these diseases so that strategies can be put in place to control the spread of the disease. Government regulations ensure that garbage is collected and disposed of correctly, sewage is removed and treated and water supplies are protected. Government regulations also ensure that safe procedures are in place for the handling, storage and preparation of food and for disease control in hospitals. Identify a public health strategy and explain how it can control or prevent disease. HSC Biology 9. 4-6 Page 24 Pesticides Pests are organisms that affect the normal growth of a plant or animal. For example, the cotton bollworm is a pest that can devastate a cotton crop, and ticks are pests that can affect the health and growth of cattle. Mosquitoes are pests because they can transmit diseases like malaria. Agricultural pests can be controlled by the use of pesticides or by biological control. Pesticides include insecticides that kill insects, fungicides that kill fungi, and herbicides that kill weeds. Because pests can kill or stunt food plants, the use of pesticides has been critical in contributing to the quality and quantity of food production. Since they are cheap, pesticides have been the preferred method of pest control but there have been serious environmental problems associated with the use of pesticides. Some long-term effects include: Pests have evolved resistance to some pesticides Non-target organisms are killed Toxic residues accumulate in food chains Farm workers can be poisoned by contact with pesticides Pesticides have been important in killing disease vectors, such as mosquitoes. You will remember the earlier section of work on malaria and how the malarial parasite, Plasmodium is transmitted by mosquitos. Malaria can be controlled by spraying with pesticides to kill mosquitos. Adult mosquitoes are killed by pesticides such as DDT or dieldrin. Beginning in 1956, the World Health Organisation began a campaign using DDT for mosquito control in malarial areas. This campaign successfully controlled malaria in Sri Lanka and other areas of the world but did not eliminate it globally. DDT resistant mosquitoes are now a problem in many areas. Insecticide-treated bed nets, which can reduce the transmission of malaria by 17% are cheap and effective ways to prevent people from getting malaria, but only 4% of Africa’s children sleep under one each night. HSC Biology 9. 4-6 Page 25. Biological control has been an effective alternative to the use of pesticides in some situations. Genetic engineering Genetic engineering is the purposeful manipulation of genetic material to alter the characteristics of an organism. Genetic engineering (and plant breeding) has been used to develop crops that are resistant to certain diseases. Rust resistance in wheat is an example of breeding being used to develop disease resistance. Genes from the bacteria Bacillus thuringiensis has been genetically engineered into cotton plants to eliminate the need for spraying for cotton bollworm caterpillar, Heliothis. Many predator insects feed on Heliothis caterpillars, so spraying with insecticides is not ideal. The Bt genes that produce the toxin responsible for caterpillar death have also been introduced into tomatoes, corn and potatoes. In Australia Bt cotton was the first genetically engineered crop grown. Cattle ticks cause significant economic loss because heavy infestation by ticks reduces the growth rate of cattle and ticks can also cause disease. Ticks are normally controlled by dipping the cattle in baths of pesticide, but these are toxic and can remain in meat. Genetic engineering has now been used to produce an anti-tick vaccine for cattle. Insulin produced by recombinant DNA technology and is another example of a strategy to fight disease by genetic engineering. HSC Biology 9. 4-6 Page 26 Read the Scientific American article Seeds of Concern abou.

Reciprocal and Reflexive Sentences in Spanish

Reciprocal and Reflexive Sentences in Spanish Understanding or translating reflexive or reciprocal sentences in Spanish where there are two or more subjects can be confusing because they can be ambiguous without qualifiers. Learn how these types of sentences are constructed and how to eliminate ambiguity in Spanish using two common phrases. Why There Can Be Ambiguity in Spanish Sentences First, let us define and expand upon what a  reflexive sentence is. The pronoun se is commonly used (although it has many other uses as well) to indicate that a person is performing some type of action on or toward that person. For example, se ve can mean he sees himself and se hablaba can mean she was talking to herself. The confusion with reflexive sentences can come when the subject of such sentences is plural. See, for example, how the following Spanish sentences are ambiguous. Either of the translations given after the Spanish sentence is valid: Se ayudaron. (They helped themselves. They helped each other.)Se golpean. (They are hitting themselves. They are hitting each other.)Pablo y Molly se aman. (Pablo and Molly love themselves. Pablo and Molly love each other.) The same ambiguity can exist in the first and second persons as well: Nos daà ±amos. (We hurt ourselves. We hurt each other.)Nos amamos. (We love ourselves. We love each other.) ¿Os odiis? (Do you hate yourselves? Do you hate each other?) The problem occurs because in Spanish the plural reciprocal pronouns are the same as the reflexive pronouns; they are nos in the first person, os in the second person, and se in the third person. (Note that in Latin America os is seldom used, as se is typically used in both the second- and third-person plurals.) This is in contrast with English where the reflexive pronouns in the plural are ourselves, yourselves, and themselves- but the reciprocal pronouns are each other and one another. How To Clarify When Context Doesn’t Help Most of the time, the context of the sentence will make clear what meaning is intended. If the context does not help, there are two very common phrases that can be used to eliminate the ambiguity. First, the idiom a sà ­ mismos is commonly used to indicate that a reflexive meaning is intended- in other words, that the subjects are acting on themselves rather than each other. For example: Se aman a sà ­ mismos. (They love themselves.)No pueden verse a sà ­ mismos. (They cant see themselves.)Es importante que nos escuchemos a sà ­ mismos. (It is important that we listen to ourselves.) If all the persons involved are female, or if the names of all subjects are grammatically feminine, the feminine form a sà ­ mismas should be used: Cà ³mo se perciben a sà ­ mismas las mujeres con la infertilidad? (How do women with infertility perceive themselves?)Cuà ­dense a sà ­ mismas. (Take care of yourselves.)Estas piernas robà ³ticas son capaces de enseà ±arse a sà ­ mismas a andar. (These robotic legs are capable of teaching themselves to walk.) Second, the phrase el uno al otro, which can be literally translated as one to the other, is the rough equivalent of each other: No debemos hacernos eso el uno al otro. (We shouldnt do that to each other._Se golpean el uno al otro. (They are hitting each other.)El ordenador y el monitor se necesitan el uno al otro. )The computer and the monitor need each other.) ¿Os odiis el uno al otro? (Do you two hate each other?) El uno al otro can also be used in feminine and/or plural variations: Pablo y Molly se aman el uno a la otra. (Pablo and Molly love each other.)Se abrazaban la una a la otra. (The two females hugged each other._No se cuidan los unos a los otros. (They (multiple persons) dont take care of each other.) Key Takeaways Reflexive pronouns are used to indicate that two or more persons or things are acting on themselves, while reciprocal pronouns are used to indicate that two or more persons or things are acting on themselves.Although English has separate reflexive and reciprocal pronouns, in Spanish they are identical.Spanish can use the phrases a sà ­ mismos (or a sà ­ mismas) and el uno al otro (with variations for number and gender) to clarify reflexive and reciprocal verbs, respectively.

Ancient Epic and Tragedy Essay Example | Topics and Well Written Essays - 500 words

Ancient Epic and Tragedy - Essay Example "Illiad" names him the son of Zeus and Laodamia (the book VI). Sarpedon rises to the top in the attack of Achaean camp (book XII), perishes by hand of Patroclus. Glaucus was in the division of Sarpedon when the Trojans assaulted the Greek wall. Sarpedon addresses to the friend Glaucus in the moment, when the force and enthusiasm of battling people is already on the wane. It is necessary to notice, that the basis of epic friendship is not feelings, but actions, the display of mutual support. Friends in Homeric works - Patroclus and Achilles, Glaucus and Sarpedon - are connected, first of all, by mutual military obligations. They battle side by side, live in one tent, share a table and a bed. In order to encourage the friend and to lift his morale Sarpedon uses some arguments. First of all, he appeals to the feeling of a social duty. The matter is that the belonging to aristocracy imposes some personal obligations. Fruits of heroic honor - the glory - in antique society has not only spiritual, but also material value. It is an honor of possession of certain wealth; it is an honor and respect connected with a high social status.

Renaissance Art Categories Essay Example | Topics and Well Written Essays - 500 words

Renaissance Art Categories - Essay Example Commonly known as early renaissance art, fifteenth-century Italian Art was known for its artistic unsuitable behavior in the republic of Florence between 1417 and 1494. The majority of the art developed during this period originated from Florence due to several aspects that art from this period grasped. Italian art dominated this scene, with a variety of rivalries occurring amongst Christian leaders, regarding the arts to be depicted in religious architecture. According to Stokstad and Cothren, the rivalries amongst religious leaders over the arts also contributed o the definition of the art trends and pieces themselves. The rivalries that were experienced include contending popes, Florence and aggressive neighbors, humanitarians and devout religion followers and entertainers. 3. Sixteenth-century Italian Art Art from Italy during the 1500’s is further categorized into the high Renaissance and late Renaissance. High Renaissance was comparatively short and was dominated by artists such as Leonardo, Michelangelo, and Raphael. Late Renaissance comprised of art composed from an estimated period of 1527 to 1600. Art made from this era has been highly referred to artists who used mannerism. Mannerism is the artistic technique employed and educated at an art academic facility called mannerism as well. High Renaissance was looked up as high because art from this era stood for culmination. Timid artistic journeying of Proto-renaissance blossomed in the course of Sixteenth-century Italian Art.

Mid-Semester Exam Essay Example for Free

Mid-Semester Exam Essay Both Heraclitus and Parmenides were obsessed with change. Explain how change fits into each of their philosophical systems. Are there any two similarities in their two accounts? Why are they so important to later metaphysicians such as the particle theorists? Heraclitus believed in the unity of opposites. The succession of the opposites brings out his key notion of change. The successive manifestation of contrary properties in an object is a way of saying that everything undergoes change. All, things, according to Heraclitus, are in a constant flux. Comparing this change to stepping into a river, he says: ‘you cannot step twice into the same river.’ I agree with this proposition considering the fact that the molecular property of a river at an instance is not the same, since it is constantly flowing. The constant flowing of the river suggests a constant movement of molecules so that new molecules interact with objects the river is in contact with. One may return to the same river, but fresh waters have flowed into it, making it different. With this notion of change, it can be said that nothing retains its identity, though it remains the same thing. The object therefore endures, even though it is undergoing constant change and some of its components or characteristics may be lost. I think that the unity of the opposites therefore is a necessity for the existence of equilibrium, so that though in opposition, they maintain a balance and order in an object, and in nature as a whole. This unity which brings about balance and order is what Heraclitus calls the logos. Parmenides’ views are a contrast to those of Heraclitus; a sharp turn around the notion of change. He denies the reality of change, motion and void. For him, change is impossible and incoherent. All existence is permanent, ungenerated, indestructible and unchanging. In his view, there are no opposites, no plurality. For him, change and motion were mere illusions. He favored pure reason as a path of understanding the world and its nature. He argued against the existence of void, equating it with non-being. For Parmenides, what ‘is’ must exist, and what ‘is not’ cannot exist, and is ‘completely unlearnable’. Only two things underlie reality for Parmenides: being and non-being. Anything that can exist and can be thought about must exist. It is therefore impossible to think or speak about what does not exist. Therefore, nothing cannot exist, and nothing can come into existence if it is not. For him, there is no difference between past, present and future. Therefore what is, already exists, and will exist, without change. What is, is therefore necessary. Parmenides names the logos of Heraclitus, being. He opposes two possibilities for thought, being and non-being, and says that being is the only way that can be for thinking. The most non-being could do would be to ‘not be.’ The appearances referred to as illusion or delusion are like what Heraclitus calls the ‘flux and flow’ of reality – beings coming to be and passing away; this permeates all reality; but in Parmenides’ view, they must only and can only return to being at what is perceived as destruction. For particular theorists, atomists in particular, the permanence of Parmenides and flux of Heraclitus are reconciled, and the atomic theory was conceived. I think this is their most important contribution to later metaphysicians.

Don Quixote :: essays research papers

In medieval times, knight-errants roamed the countryside of Europe, rescuing damsels and vanquishing evil lords and enchanters. This may sound absurd to many people in this time, but what if a person read so many books about these so-called knight-errants that he could not determine the real from that which was read? Such is the case in The Adventures of Don Quixote by Miguel Cervantes which takes place probably some time in the fifteenth or early sixteenth centuries. Don Quixote, formerly Quixana, was not really a don at all. He was a wealthy, intelligent farmer who read too many books about knight-errantry and went crazy. He convinced a simple-minded peasant named Sancho to become his squire, promising him wealth and a high spot in society. This book consists of many adventures these two had, both were convinced that they were doing brave and honorable acts of chivalry, when they were only two fools running around the countryside. Cervantes tries to make his book more interesting with the use of point of view. Don Quixote sees what his mind and imagination create, not that which is transferred through the optic nerves in a very clean-cut scientific manner. He retreats to a world that holds meaning for him. When he first departs, he stops at an inn and his eyes make it a beautiful castle with blushing maids and noble sirs. The wench Aldonza is turned into Dulcinea, his one true love, who he swears by in his battles and contemplates when he is idle. Another example of his point-of-view is the famous windmill incident. Quixote sees â€Å"’thirty monstrous giants... with... long arms... the length of two leagues.’† such is the demented mind of Don Quixote. He went down into a legendary pit to behold its wonders. Once inside, he convinced himself he saw a transparent castle and that the people there were kept alive hundreds of years by Merlin’s magic when he seemed to only dream it. Another way Cervantes uses point-of-view to let the reader know that Quixote has little grasp of reality. I will refer back to the windmills because that is the clearest example: Sancho tried to tell Quixote that the giants were only windmills, but he didn’t listen and Sancho couldn’t fathom that his master was mad, so he shuts the incident out of his mind, displaying some of the madness of Don Quixote in our supposedly sane squire.

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

Corporate Ethical Responsibility Essay

CARSI Inc. has long since served the business world since 1922 where it first introduced products and services that are economically acceptable to large-scale markets as well as small business ventures all over the world. These high-tech products include industrial machineries and large-scale shipping vessels that provide business transactions and trading. But the dawn of the Prohibition during the 1930’s forced CARSI Inc. into revising its corporate strategy. While surviving and maintaining industrial and trading quality from the 1930’s up to the present, CARSI Inc. has also opened new avenues of business ventures and management opportunities that gave rise to the CARSI Management and Training Division (CARSI-MTD). Founded in the 1990’s, CARSI-MTD is an outsourcing company that not only provides world-class training programs and strategies but also provides multitude of careers opportunities to the young, aspiring individuals as well as professionals alike. Its main goal is to provide a wide range of training and development programs that will enable more perspectives in business management, Human Resource practices, career development, and corporate business responsibility. As such, CARSI-MTD has produced top-caliber CEOs, executives, top-management officers, and leading theorists in the business practice through an extensive learning program that centers on intellectual development and practical application. CARSI Inc. and CARSI-MTD as of 1999, became a member of the prestigious Fortune-500 group of companies with a total net worth of over $5-billion. Also, CARSI Inc. has provided financial assistance as well as business development in third-world countries by providing a pioneering effort of encouraging small-scale businesses as a means of livelihood and societal development. To date, CARSI-MTD maintains high-standards, quality, and value over employees which are the essential of corporate success. Vision To be a corporate-responsible company that provide business career opportunities, investments, career growth, and quality management practices for aspiring professionals around the world. Mission To introduce to the business world a new perspective of business practices through social awareness, ethical business practices, theoretical business development, and personnel growth and satisfaction. To bring about change in labor-oriented companies through proper compensation, security, and benefits. Products and Services CARSI-MTD offers a wide range of products and services, specifically designed by CARSI Inc. to meet the standards of a globally-competitive market. These products include: CARSI-MTD Learning Institute – a company investment which further applies management, human resource careers into further study and forming theoretical frameworks that can be applied in real-world cases or situations, specifically on labor, personnel management, and human resources. Training Materials/Programs – in line with its Vision-Mission statement, the company also provides scholarly articles made by certified professionals that serve the benefit of schools, colleges, and universities that specialize on management courses. Practical Application Procedure (PRACP) – a unique development of CARSI-MTD which aims to apply methods of learning to practical methods in developing countries that stabilize economic problems, help cultivate Foreign Direct Investments and, maximizing country growth output. Cultural Responsibility The company’s moral responsibility lies firstly on the company’s purpose. The company aims to produce good business practices by maintaining high-standards of quality that ensures a sound and ethically acceptable ethical behaviour in companies. By enforcing quality, principle, idealism, and perfection into the standards set by the company, it presents an alternate and relative effect on businesses and corporations around the world. Second, the company aims to maximize profit of its stakeholders, without compromising personal, social, or cultural issues. Guiding Principles â€Å"Organizations must recognize the rights and interest of various stakeholders – not only stockholders and employees but also outsiders affected by the company’s actions† (Sims 2003, p.40). This is the main ethical principle for the company as it aims to not only protect shareholder and stockholder interests but also to take into consideration the company’s actions. The company assures job satisfaction among its employees, an ample amount of investment for stockholders, ensuring proper adherence to legislations and laws through different international governments, proper benefits for union members, fair competition, and being a responsible citizen in a communal aspect as well as affecting a change on the quality of life. The following are the main points of social responsibility of CARSI-MTD: – Shareholders: An active participation on the distribution of profit, right to elect board of directors, transfer of stock, inspection of company books,etc. – Employees: Economic and psychological satisfaction with employment. Protection from political or physical imputations of company officers. Fringe benefits. Right to the formation of a union and forming Collective Bargaining Agreements. Conducive working environment and conditions. – Customers: Quality services through high standards (e.g. product knowledge, assurance). Reliable warranties. Extensive Research and Development Program. – Unions: Recognizing as a legitimate bargaining agent of between employees and the employer. – Competition: Recognizing the normative functions of a healthy, competitive business environment as dictated by the industry and organization. – Governments: Proper adherence to taxes, public policies (fair and free trade) and the labor code. – Society: Act as company that contributes to social formation a well as healthy environment in small communities, provision of unbiased employment, cultural and financial initiatives, charities etc. (Sims 2003, p.41). In the internal aspect, the company is guided by the following professional ethics: Accounting The company considers a strict compliance to company rule and policy to avoid creative accounting and misleading financial predictions and analyses, manipulation of company resources, black market trading, excess executive compensation, bribery, etc. Human Resources As a company aimed to provide opportunities to all, the Human Resource practice of the company strictly follows an anti-discrimination policy as well as adhering to local and international business laws with regard to age, gender, race, religion, among others. Also, the company maintains a healthy working environment by providing suitable working conditions. In addition, the company provides heavy penalties for office politicking, blackmailing and invasions of privacy. As such, company policies also state an assurance on occupational safety and health, transparency, and individual freedom. Sales and Marketing Marketing policy of the company is determined to reduce price fixing, discrimination and skimming through a more social and moral introduction to different alternatives and methods. Also, the company blatantly refuses advertisements and marketing strategies that manipulate the nature of sex, provide subliminal messages or exposing children, sexual orientation in its corporate strategies. Principles for Consideration Corporate Social Responsibility is the main guiding ideology in the formation of a Code of Ethics. â€Å"CSR requires the continuing commitment by business to behaving ethically and contributing to economic development while improving the quality of life of the workforce, their families, as well as community and society at large† (Sims 2003, p. 43). What CSR provides is a corporate ideology of the company as it aims to form the an ideology that is aimed at social and economical development rather than a pure capitalist view. Through a social initiative, the company has a purpose to exist morally and ethically as it aims to support social causes and awareness through fundraising and volunteerism, among others. However, the problem lies when CSR is taken for granted when it is the company’s duty to be socially aware and responsible.