Assignment ON The Company Act (Bangladesh), 1994 Course Title: Legal Environment of Business Course Code: FIN-1204

ASSIGNMENT
ON
The Company Act (Bangladesh) , 1994
Course Title: Legal Environment of Business
Course code: FIN-1204
Submitted to:
Sonia Munmun
Assistant Professor
Depertment of Finance
Jagannath University
Submitted by
Group No:10
SERIAL NAME ID
003 Md. Nymuzzaman B170203003
005 Yasir Arafat B170203005
022 Emon Bapari B170203022
032 Md. Fazle Rabbi B170203032
037 Md. Mominul Islam B170203037
040 Mehenaz Zahan Mukti B170203040
046 Jeba Khairul Kheya B170203046
Date of Submission: 08/11/2018

PART-02
CONSTITUTION & INCORPORATION
Memorandum of Association,
5.Mode of forming incorporated company
The section-“5” of “Company act- 1994” gives us a short description on director
and the liability of the shareholder, on the basis of registration of company.
Forming a private company at least 2 or more person nominate as a director and a
public company at least 7 or more person. These persons name must be subscribed
to a memorandum of association. About liabilities, there are 3 types of liability
exist in company:
• Limited by share.
• Limited by guarantee.
• An unlimited company.
Articles of Association,
17.Registration of Articles
In section-“17” we learnt about the registration of article.
In section- 17(1), a company limited by a guarantee and an unlimited company
must have an article of association. But a company limited by share wether has an
article of association or not.
In section- 17(2), article of association is the reflection of schedule-“1”. This
schedule- “1” deemed to contain regulations identical with or to the same effect as
regulation 56, 66, 71, 78, 79, 80, 81, 82, 95, 97, 103, 108, 112, 113,115 & 116. But
78, 79, 81, 82 only for public company.
In section- 17(3), in the case of unlimited of a company limited by guarantee, the
articles if the company has a share capital shall state the amount of share capital
with which the company proposes to be registered.
In section- 17(4), if an unlimited company & a company limited by guarantee have
no shares capital, the article share the number of member and according to number
of member the register determine the fees payable on registration.
PART-03
SHARE CAPITAL, REGISTRATION OF

UNLIMITED COMPANY AS LIMITED
&
UNLIMITED LIABILITY OF DIRECTORS
33.Member of Holding Company

According to section- 33(1), a corporate body can’t be got membership of holding
company and can’t allot the share.
According to section- 33(2), if the subsidiary company in is not legal agent of the
holding company, or, the member of the trustee, or a beneficially interest their
simple activities on direction or transaction is not liable, except mortgage.
According to section-33(3), if a person enters the company on beginning or before
forming holding company there is no power to sack the person.
According to section-33(4), according to section- 33(2) if a corporate body a
subsidiary company, for its elected agent the by law(1) & (3) must be maintained
and entire that agent.
According to section- 33(5), limited by guaranty an unlimited company if as or not
share capital in the section 33, they elected as a member also.
PART-04
MANAGEMENT & ADMINISTRATION
Office and Name
77. Registered office of name

Company must have registered office to which all communications and notice
may be addressed. If company change the location of office, company will inform
the register office within 28 days. Any company carries on business without
following this section, it’ll be liable to fine not exceeding two hundred taka for
every day.
78. Publication of name by limited company

Every limited company-
Its name should be placed in suitable position on the frontside of every business
and easily engrave its name on its seal. All related files and papers, shall have
mentioned its name and head office address.
79.Penalties for non-publication of name

In Section 79,There is penalties for non-publication of the name and misuse of the
name of the company by the officers were described. If a company don’t reveal
the name of the company by the rules of section 78(a), then the company will be
liable for a fine everyday for highest 500tk until the problem be solved.
If an officer of the company uses the name of the company , seal or logo for any
kind of bill exchange, hundi ,endorsement or cheque , then the officer will be
fined for 1000tk highest and also be liable for those deal if company deny to pay.
80. Publication of authorized as well as subscribed and paid-

up capital
Those notices, advertisement or official publication that contains a statement of the
amount of authorized capital of the company shall be needed to contain a statement
in same equal prominent position, conspicuous characters of the amount of the
capital which has been subscribed and paid-up. If any company don’t allow the
rules of this section and all officers of the company knowing the default, shall be
liable to a fine highest 5000tk.
Meeting and proceeding

81. Annual general meeting
According to Bangladesh company act every company has to organize an annual
general meeting. The meetings are held to conduct business on behalf of the
organization or company. The first general meeting should be held within 18
months of the establishment of the company and also there should not remain more
than 15 months elapse between two general meeting. All the members and
shareholders should be notified about the specific date of the meeting. The register
may make application within 30 days from the expiry period. And also, there is a
sub section where court can call for an annual general meeting if the company
default.
82. Penalty for default in complying with section 81

If a company fails to comply in holding of annual general meeting, therefor, the
company and all the officers who will responsible for the default shall be punished
with fine which may increase up to 10000 tk.
83. Statutory Meeting and Statutory Report
Statutory meeting means the first meeting of the members of the company after its
incorporation which is held within 6 months from the date at which the company is
entitled to commence its business. According to Sec. 83 of the Companies Act,
1994, this type of meetings must be held within 6 months from the date of
incorporation.
The Directors Council of the company shall send a report made to each member of
the company in accordance with the other provisions of this section, twenty-one
days before the commencement of that statutory meeting; Such report in this Act
shall be called Statutory Report. Some issues are highlighted in this report.
In case of failing to comply with the provisions of this section, the director or any
other officer of the company, who shall be liable for this failure, shall be
punishable with fine not exceeding 5 thousand taka. Nothing in this section shall
apply to the private company.
84. Extra-ordinary General Meeting

The meeting which is called for dealing with some urgent special business is called
the ‘extra-ordinary general meeting’. The statutory and annual general meetings
cannot be regarded as the extra-ordinary general meetings. As per Sec. 84 of the
Companies Act, 1994, the requisition of the holders of not less than 1/10th on the
issued share capital of the company is a must for calling an ‘extra-ordinary general
meeting’.
90.Directors obligatory
In company act it is mentioned that every public and a subsidiary company of a
public company must have at least three directors. Private company must have at
least two directors. Only a qualified person can be a director.
91.Appointment of directors
The first directors are appointed by the subscribers to the memorandum and are
named on form IN01.any qualified person can be director by ordinary meeting or
by resolution of the directors. Their legal position is sometimes described as
agents, sometimes as managing partners.
94.Disqualification of directors
A person cannot be a director, if he is not sound of mind. He is bankrupt. He has
applied to be adjudicated as an insolvent and his application is pending or he has
not paid any call in repect of shares of the company held by him. He is a minor.
97. Qualification of Director

i. Every director must hold some specific qualifications share to be a director of a
company. If he is not qualified, he should get the qualifications within sixty days
or less than that.
ii. If any disqualified person acts as a director of a company, he should be fined to
200 tk for per day to his expiration days as a director.
98. Validity of act of director

The act of a director shall be valid despite any defect comes out afterwards his
qualifications appointment.
103: Loan of Director

1) No lending company shall make any loan or give any guarantee or provide
any security in connection with third party to-
a) Any director of the lending company
b) Any firm in which any director of the lending company is a director or
member;
c) Any private company in which any director of the lending company is
a director or member
d) Any public company
A banking company or a private company not being a subsidiary of a public
company shall not apply to the making of a loan or giving of any guarantee or
providing any security by a lending company.
But the loan is sanctioned by the Board of Directors of any company, if the total
amount of the loan shall not exceed 50% of the paid up value of shares held by
such director in his own name.
2) In the event of any contravention of sub section (1) every person who is a
party to such contravention shall be punishable with the fine of 5000tk or
simple imprisonment for 6 month. The person to whom a loan is made or on
whose behalf a guarantee is given will be also punishable.
3) This section shall apply to any transaction represented by a book debt which
was from its inception in the nature of a loan or an advance.
BALANCE-SHEET, STATEMENTS, BOOKS ETC
181.Books to be kept by company and penalty for not

keeping them:
1) Every company shall be kept proper books of account with respect

to-
a) Some of money received and expended by the company
b) All sales and purchases of goods by the company;
c) The assets and liabilities of the company; and
d) In the case of a company engaged in production, distribution,
marketing, transportation etc.
2) For the purpose of sub-section (1), if the books of account does not
give a true and fair view of the state of the affairs of the company
and to explain its transactions.
3) The books of account shall be kept at the registered of the

company and shall at all times be open to inspection by directors
during business hours;
All of the books of account may not exceeding six months be kept such
other place in Bangladesh as the board of directors may decide.
When they decide, the company shall within seven days of the decisions, file
with the Register.And notice in writing giving the full address of that other
places.
4) Where a company has a branch office, whether in or outside
Bangladesh, the company shall be deemed to have complied with
the provisions of subsection (1).
5) The books of account of every company relating to a period of not
less than twelve years immediately preceding current year together
with vouchers relevant to any entry in such books of account shall
be preserved in good order.
6) If any of the persons such as:

• Where the company has a managing agent, executive director, general
manager or manager, such managing agent, managing director,
executive director, general manager or manager and all officers but
excluding the banker, auditor and legal adviser
• Where such managing agent is a firm, every partner in the firm;
• Managing agent is a body corporate, every director of such body
corporate;
• Where the company has neither a managing agent nor a managing
director nor executive director nor general manager nor manager,
every director of the company.
Fails to take all the reasonable steps to secure compliance by the company with the
requirements of this section.He shall be punishable with imprisonment for at term
of 6 months or with 5000tk or with both.

Assignment ON The Company Act (Bangladesh), 1994 Course Title: Legal Environment of Business Course Code: FIN-1204

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Assignment ON The Company Act (Bangladesh), 1994 Course Title: Legal Environment of Business Course Code: FIN-1204

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ASSIGNMENT

Date of Submission: 08/11/2018

SHARE CAPITAL, REGISTRATION OF

33.Member of Holding Company

MANAGEMENT & ADMINISTRATION

Office and Name

77. Registered office of name

78. Publication of name by limited company

79.Penalties for non-publication of name

80. Publication of authorized as well as subscribed and paid-

Meeting and proceeding

82. Penalty for default in complying with section 81

84. Extra-ordinary General Meeting

97. Qualification of Director

98. Validity of act of director

103: Loan of Director

181.Books to be kept by company and penalty for not

1) Every company shall be kept proper books of account with respect

3) The books of account shall be kept at the registered of the

6) If any of the persons such as:

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