BSEC seeks share buyback provision in ‘Companies Act’ amendment

The capital market regulator also called for updated corporate reporting standards, regulatory approval for mergers involving listed firms and longer validity of financial statements in prospectuses.

The Bangladesh Securities and Exchange Commission (BSEC) has called for a share buyback provision for listed companies in the proposed draft amendment to the Companies Act, 1994.

The capital market regulator also urged modernising corporate reporting standards, mandating regulatory consent for mergers involving listed firms, and extending the validity period of financial statements used in prospectuses.

BSEC Executive Director Abul Kalam placed the proposals at a views-exchange meeting on the draft amendment to the Companies Act at the FBCCI Board Room in the capital today (7 September).

The Federation of Bangladesh Chambers of Commerce and Industry (FBCCI) organised it, with its Administrator Fazlul Hoque in the chair. Commerce Minister Khandakar Abdul Muktadir attended the event as the chief guest.

Representing BSEC, Kalam stated that targeted revisions across various sections are essential to align the law with modern business practices. He noted that despite submitting specific recommendations on 18 December 2025, key proposals – such as share buybacks – were omitted from the current draft.

Highlighting Section 58 of the existing act, which restricts companies from purchasing their own shares, Kalam urged policymakers to allow listed entities to buy back shares under specific conditions to improve capital management and safeguard shareholder interests.

Addressing Section 183, he emphasised updating statutory terminology – replacing “balance sheet” with “annual financial statements” and “board report” with “annual report” – while enabling digital publication and distribution of corporate reports.

Regarding mergers, acquisitions, demergers, and restructuring under Sections 228 and 229, Kalam advocated for formal BSEC involvement whenever a listed company merges with an unlisted entity to protect general investors, citing similar regulatory frameworks in India.

Furthermore, the BSEC representative proposed extending the time limit for using financial statements in prospectuses from 180 days to 270 days. Under current rules, financial data older than 180 days cannot be included in a prospectus for IPOs, rights shares, or bonds. However, Kalam explained that since the audit process alone can take up to 120 days, the remaining 60-day window is often insufficient to complete the approval and filing processes at the Registrar of Joint Stock Companies and Firms.

Source: The Business Standard