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The Securities and Exchange Ordinance, 1969

( Ordinance NO. XVII OF 1969 )

Chapter IV

PROHIBITIONS AND RESTRICTIONS

Credit, hypothecation and lending of customers’ securities
16. No member or associate shall, in contravention of any rules made under this Ordinance, directly or indirectly,-
 
 
(a) extend or maintain credit, or arrange for the extension or maintenance of credit, to or for any person for the purpose of purchasing or carrying any security; or
 
 
(b) borrow on any security or land or arrange for the lending of any security carried for the account of a customer; or
 
 
 
 
(c) hypothecate or arrange for the hypothecation of any security carried for the account of any customer.
Prohibition of fraudulent acts, etc.
17. No person shall, for the purpose of inducing, dissuading, effecting, preventing or in any manner influencing or turning to his advantage, the sale or purchase of any security, directly or indirectly,-
 
 
 
 
(a) employ any device, scheme or artifice, or engage in any act, practice or course of business, which operates or is intended or calculated to operate as a fraud or deceit upon any person; or
 
 
 
 
(b) make any suggestion or statement as a fact of that which he does not believe to be true; or
 
 
 
 
(c) omit to state or actively conceal a fact having knowledge or belief of such fact; or
 
 
 
 
(d) induce any person by deceiving him to do or omit to do anything which he would not do or omit if he were not so deceived; or
 
 
 
 
(e) do any act or practice or engage in a course of business, or omit to do any act which operates or would operate as a fraud, deceit or manipulation upon any person, in particular-
 
 
 
 
(i) make any fictitious quotation;
 
 
 
 
(ii) create a false and misleading appearance of active trading in any security;
 
 
 
 
(iii) effect any transaction in such security which involves no change in its beneficial ownership;
 
 
 
 
(iv) enter into an order or orders for the purchase and sale of security which will ultimately cancel out each other and will not result in any change in the beneficial ownership of such security;
 
 
 
 
(v) directly or indirectly effect a series of transactions in any security creating the appearance of active trading therein or of raising of price for the purpose of inducing its purchase by others or depressing its price for the purpose of inducing its sale by others;
 
 
(vi) directly or indirectly effect a series of transactions in any security creating the appearance of active trading therein or of raising of price for the purpose of inducing its purchase by others or depressing its price for the purpose of inducing its sale by others;
 
 
 
 
(vii) being a director or an officer of the issuer of a listed equity security or a beneficial owner of not less than ten per cent of such security who is in possession of material facts omit to disclose any such facts while buying or selling such security.
Prohibition of false statements, etc.
18. No person shall, in any document, paper, accounts, information or explanation which he is, by or under this Ordinance, required to furnish, or in any application made under this Ordinance, make any statement or give any information which he knows or has reasonable cause to believe to be false or incorrect in any material particular.
Maintenance of secrecy
19. No person shall, except with the permission of the Commission, communicate or otherwise disclose to any person not legally entitled thereto any information which has been entrusted to him or which he has obtained or to which he had access in the course of the performance of any functions under this Ordinance.
Maintenance of secrecy by the the Commission, etc.
1[19A. The existing and former Chairman, Member and employee of the Commission shall not disclose or communicate to any person not legally entitled thereto any information which has been entrusted to him or which he has obtained or to which he had access in the course of the performance of any functions under this Ordinance.
Penalty for disclosure of information.
19B. (1) The disclosure of any information in contravention of section 19 or 19A for the purpose of making profit through insider trading shall be an offence.
 
(2) Whoever contravenes sub-section (1) shall be punishable with imprisonment for a term which may extend to five years, or with fine not less than taka five lakh, or with both.]
 
Prohibitory orders
20. (1) Where the Commission is of opinion that any person is engaged or is about to be engaged in any act or practice which constitutes or is calculated to constitute a contravention of the provisions of this Ordinance or of any rules made thereunder, or that any person has neglected, or is not likely, to do an act the omission or failure to do which constitutes such contravention, it may, by order in writing, direct such person to abstain from doing the act or committing the practice which constitutes or is calculated to constitute such contravention, or to do the act, the omission or failure to do which constitutes such contravention.
 
 
 
 
(2) Every person to whom a direction under sub-section (1) is given shall comply therewith in such manner, if any, and within such time, as may be specified therein.
 
 
Power of commission to issue directions in certain cases.
2[20A. 3[Notwithstanding anything contained in any other law for the time being in force, where] the commission is satisfied that in the interest of investors or securities market or for the development of securities market it is necessary so to do, it may, by order in writing, issue such directions as it deems fit to any Stock Exchange, stock broker, stock dealer, issuer or investor or any other person associated with the capital market.]

  • 1
    Sections 19A and 19B were added by section 7 of the Securities and Exchange (Amendment) Act, 2012 (Act No. XLVI of 2012).
  • 2
    Section 20A was inserted by section 4 of the Securities and Exchange (Amendment) Act, 2000 (Act No. XXXVII of 2000).
  • 3
    The words and comma “Notwithstanding anything contained in any other law for the time being in force, where” were substituted for the word “Where” by section 8 of the Securities and Exchange (Amendment) Act, 2012 (Act No. XLVI of 2012).
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Ministry of Law, Justice and Parliamentary Affairs