The Companies Act (Bangladesh), 1994

(See section 404)
(Published by Notification No. SRO 177-law dated 1-10-95. of Ministry of Commerce)
Act No. 18 of 1994
An Act
to consolidate and amend the law relating to compan ies and certain other associations.
WHEREAS it is expedient to consolidate and amend th e law relating to companies and certain other Associations;
It is hereby enacted as follows:
PART-I
PRELIMINARY
1.Short title and commencement
(1) This Act may be called the Companies Act, 1994.
(2) It shall come into force on such rate as the Go vernment may, by notification in the Official, Gaze tte, appoint.
2. Definitions
(1) In this Act, unless there is anything repugnant in the subject or context,-
(a) “articles” means the articles of association of a company including, so far as they apply to the c ompany, the regulations
contained in Schedule I to this Act. :
Provided that the article of association of a compa ny framed under any law relating to companies at an y time in force before
the commencement of this Act shall, so far as they are not inconsistent with the provisions of this Act, be deemed to be the
articles of association of that company framed in a ccordance with the provisions of the Act:
(b) “banking company” means a bank company as defin ed in section 5(9) of the Act, 1991 (Act No. 14 of 1991).
(c) “company” means a company formed and registered under this Act or an existing company;
(d) “The Court” means the Court having jurisdiction under this Act;
(e) “debenture” includes debenture stock, bonds and any other securities of a company, whether constituting a charge on the
assets of company or not;
(f) “director” includes any person occupying the po sition of director by whatever name called;
(g) “District Court” means the principle Civil Cour t of original jurisdiction in a district, but does not include the High Court
Division, in the exercise of its ordinary civil jur isdiction;
(h) “existing company” means a company formed and r egistered under any law relating to companies in force at any time
before the commencement of this Act, and is in oper ation after commencement of this Act,
(i) “financial year” means, in relation to any body corporate, the period in respect of which any prof it and loss account of the
body corporate laid before it in annual general mee ting is made up, whether that period is a year or not;
Provided that in relation to an insurance company, “financial year” shall mean the calendar year;
(j) “insurance company” means a company that carrie s on the business of insurance either solely or in common. with any
other business or businesses;
(k) “manager” means an individual who, subject to t he superintendence, control and direction of the Board of Directors, has
the management of the whole, or substantially the w hole, of the affairs and business of a company , and includes a director
or any other person occupying the position of a man ager, by whatever name called, and whether under a contract of service
or not;
(l) “managing agent’ means a person, firm or compan y by whatever name called, who or which is entitled to the
management of the whole affairs and business of a c ompany by virtue of an agreement with the company, and under the
control and direction of the directors except to th e extent, if any, otherwise provided for in the agr eement;
(m) “managing director” means a director who, by vi rtue of an agreement with the company or of a resolution passed by the
company in its general meeting or by its directors or by virtue of its memorandum or articles of assoc iation, is entrusted with
the substantial powers of management which would no t otherwise be exercisable by him and includes a director occupying
the position of a managing director by whatever nam e called;
Provided that the powers to do administrative acts of a routine nature when so authorised by the direc tors such as the power
to affix common seal of the company to any document or to draw and endorse any cheque on the account of the company in

any bank or to draw and endorsed negotiable instrument or to sign any certificate of share or to direct registration of transfer
of any shares shall not be deemed to be included wi thin the substantial powers of management:
Provided further that a managing director of a comp any shall exercise his powers subject to the superintendent control and
direction of the directors.
(n) “memorandum” means the memorandum of associatio n of a company as originally framed or as altered in pursuance of
the provisions of this Act;
(o) “officer” means a director, managing agent, man ager secretary or any other officer of a company and also includes–
(i) where the managing agent is a firm any partner in the firm;
(ii) where the managing agent is a body corporate, any director or manager of the body corporate;
(iii) where the secretary is a body corporate;
Provided that. except for the purpose of sections 3 31, 332, and 333, the form “officer” shall not include an auditor.;
(p) “prescribed” means as respects the provisions o f this Act relating to the winding up of companies, prescribed by rules
made by the Supreme Court and, as respect the other provisions of this Act, prescribed by the Government;
(q) “private company” means a company which by its articles–
(i) restricts the right to transfer its shares, if any;
(ii) prohibits any invitation to the public to subs cribe for its shares or debenture, if any;
(iii) limits the number of its members to fifty not including persons who are in its employment;
Provided that where two or more persons hold one or more shares in a company jointly, the shall, for the purposes of this
definitation be treated as a single member;
(r) “public company” means a company incorporated u nder this Act or under any law at any time in force before the
commencement of this Act and which is not a private company;
(s) “Registrar” means a Registrar or any other offi cer, by whatever designation, performing under this Act the duty of
registration of companies;
(f) “Schedule” means a schedule to this act;
(u) “secretary” means any individual possessing the prescribed qualifications appointed to perform the duties which may be
performed by a secretary under this Act and any oth er ministerial or administrative duties, and
(v) “share” means a share in the capital of the com pany, and includes stock except when a distinction between stock and
shares is expressed or implied.
(2) For the purposes of this Act, a company shall s ubject to the provisions sub-section (4), be deemed to be a subsidiary of
another, if–
(a) that other contrats the composition of Board of Directors of the first mentioned company.
(b) the first mentioned company, being an existing company, has before the commencement of this Act, i ssued preference
shares the holders of which have the same voting ri ght in all respects as the holders of equity shares and that other company
exercises or controls more than half of the total v oting power of the first mentioned company; or
(c) the first mentioned company is not a subsidiary within the meaning of clause (b), but that other company holds more
than half in nominal value of its equity share_capit al; or
(d) the first mentioned company is a subsidiary of a third company with is that other’s subsidiary.
(3) For the purposes of sub-section (2), the compos ition of a company’s Board of Directors shall be deemed to be controlled
by another company if, that other company, by the e xercise of some power exercisable by it at its discretion without the
consent or concurrence of any other person, can app oint or remove the holders of all or a majority of the directors, and for
the purposes of this sub-section that other company shall be deemed to have power to appoint to a directorship with respect
to which any of the following conditions is satisfi ed, that is to say–
(a) that power of appointment cannot be exercised e xcept in favour of an individual,
(b)) that an individuals appointment thereto follow s necessarily from his appointment as director, man aging agent, secretary
or manager of or to any other office of employment in, that other company; or
(c) that the directorship is held by an individual nominated by that other company or a subsidiary the reof.
(4) In determining whether one company is a subsidi ary of another the following conditions shall be applicable namely:–
(a) any shares held or power exercisable by that ot her company in a fiduciary capacity shall be treated as not held or
exercisable by it.
(b) subject to the provisions of clauses (c) and (d ) any shares held or power exercisable shall be dee med to be the shares
held or power exercisable by that other company, if —
(i) the shares are held or the power is exercisable by a person as a nominee and on behalf of that oth er company, but this
clause shall not apply to the holding of such share s or to the exercise of such powers by such person where that other
company is concerned in a fiduciary capacity.

(ii) the shares are held or the power is exercisable by a subsidiary of that other company or by a nom inee of such subsidiary,
but this clause shall not apply to the holding of s uch shares or to the exercise of such powers by the subsidiary or by its
nominee where the subsidiary is concerned in a fidu ciary capacity;
(c) any shares held or power exercisable by any per son by virtue of the provisions of any debentures of the first-mentioned
company or of a trust deed for securing any issue o f such debentures shall disregarded;
(d) if any shares are held or power is exercisable, not being held of exercisable as mentioned in clau se (c),–
(i) by that other company or by its subsidiary or b y a nominee of that other or its subsidiary as the case may be, and
(ii) the ordinary business of that other company or as the case may be of its subsidiary includes the lending of money and
such shares are held or the power is exercisable by way of security of the loan [then such power shall not be treated as being
held or exercisable by such company or its nominee. ] (5) For the purposes of this Act’ a company shall b e deemed to be the holding company of another if, a nd only if, that other
is its subsidiary.
3. Jurisdiction of the Court.
(1) The Court having jurisdiction under this Act sh all be High Court Division;
Provided that the Government may be notification in the Official Gazette and subject to such restrictions and conditions as it
thinks fit, empower any District Court to exercise all or any of the jurisdiction by this Act conferred upon the Court, and in
that case such District Court shall as regards the jurisdiction so conferred, be the Court in respect of all companies having
their registered office in the district.
Explanation. –For the purposes to wind up companies the expressio n “registered office” means the place where the registered
office of the company, during the six months immedi ately preceding the presentation of the petition of winding up was
situated.
(2) Nothing in this section shall invalidate a proc eeding by reason of its being taken in a wrong Cour t

PART-II
CONSTITUTION AND INCORPORATION

4. Prohibition of partnership exceeding certain num ber:
(1) Nor company, association or partnership consist ing of more than ten persons shall be formed or a the purpose of carrying
on the business of banking unless it is registered as a company under this Act or is formed by or unde r any other Act of
Parliament.
(2) No company association or partnership consistin g of more than twenty persons shall be formed for t he purpose of
carrying on any other business that has for its obj ects the acquisition of gain by the company, associ ation or partnership, or
by the individual members thereof unless it is regi stered as a company under this Act or is formed by or under any other Act
of Parliament.
(3) This section shall not apply to joint family ca rrying on joint family business or trade.
Provided that for the purposes of this section, in computing the number of persons of a partnership, a ssociation or company
comprising two or more joint families, minor member s of such families shall be excluded.
(4) Every member of a company, association or partn ership carrying on business in contravention of this section shall be
personally liable for all liabilities incurred in s uch business.
(5) Any person who is a member of a company, associ ation or partnership formed in contravention of this section shall be
punishable with fine not exceeding five thousand ta ka.
Memorandum of Association
5. Mode of forming incorporated company.
Any seven or more persons or, where the company to be formed will be a private company, any two or more persons
associated for any lawful purpose may, be subscribi ng their names to a memorandum of association and o therwise with the
requirements of this Act in respect or registrati on form an incorporated company, with or without li mited liability, that is to
say, either–
(a) a company limited by shares, that is to say, a company having the liability of its member limited by the memorandum to
the amount, if any, unpaid on the shares respective ly held by them; or
(b) a company limited by guarantee, that is to say, a company having the liability of its members limited by the
memorandum to such amount as the members may respec tively thereby undertake to contribute to the assets of the assets
of the company on the event of its being wound up; or
(c) an unlimited company, that is to say, a company having no limit on the liability of its members.
6. Memorandum of company limited by sharees.
In the case of a company limited by shares.-
(a) the memorandum shall state.– (i) the name of the company, with “limited” as the last word in its name;
(ii) The address of the registered office;
(iii) the objects of the company, and, except in th e case of trading companies, the territories to whi ch they extend;
(iv) that the liability of the members is limited;
(v) the amount of share capital with which the comp any proposes to be registered, and the divisions thereof into
shares of a fixed amount;
(b) each subscriber of the memorandum shall take at least one share;
(c) each subscriber shall write opposite to his nam e the number of shares he takes.
7. Memorandum of company limited by guarantee.
In the case of a company limited by guarantee–
(a) the memorandum shall state– (i) the name of the company, with “limited” as the last word in its name.
(ii) the address of the registered office;
(iii) the objects of the company, and, except in th e case of trading companies, the territories to whi ch they extend;
(iv) that the liability of the members is limited;
(v) that each member undertakes to contribute to th e assets of the company in the event of its being wound up
while he is a member or within one year afterwards, for payment of the debts and liabilities of the company
contracted before he ceases to be a member, ad of t he charges and expenses of winding up, and for adju stment of
the right of the contributories among themselves, s uch amount as may be required, not exceeding a spec ified
amount;
(b) if the company has a share capital–

(i) the memorandum shall also state the amount of share capital with which the company proposes to be registered
and the division thereof into shares of a fixed amo unt;
(ii) each subscriber of the memorandum shall take a t least one share;
(iii) each subscriber shall write opposite to his n ame the number of shares he takes.
8. Memorandum of unlimited company.
In the case of an unlimited company
(a) the memorandum shall state- (i) the name of the company;
(ii) the address of the registered office of the co mpany;
(iii) the objects of the company and, except in the case of trading companies, the territories to which they extend.
(b) if the company has a share capital- (i) each subscriber of the memorandum shall take at least one share;
(ii) each subscriber shall write opposite to his na me the number of shares he takes.
9. Printing and signature of memorandum.
The memorandum of every company shall–
(a) be printed;
(b) be divided into paragraphs numbered consecutive ly; and
(c) be signed by each subscriber, who shall add his address and description in the presence of at least two witnesses who
shall attest the signature.
10. Restriction on alteration of memorandum.
(1) A company shall not alter the conditions on con tinued in its memorandum except provisions is made in the Act.
(2) Only those provisions which by any other specif ic provision contained in this Act, are required to be stated in the
memorandum of the company concerned shall be deemed to be the conditions contained in its memorandum.
(3) Other provisions contained in the memorandum, i ncluding those relating to the appointment of director, managing agent
or manager may be altered in the same manner as the articles of the company, but if there is any express provision in this
Act permitting the alteration of such provisions in any other manner, they may also be altered in such other manner.
(4) All reference to the articles of a company in t his Act shall be construed as including references to the other provisions
contained in its memorandum as referred to in sub-s ection (3).
11. Name of company and change of name.
(1) A company shall not be registered by a name ide ntical with that by which a company in existence is already registered, or
so nearly resembling the name that there is likelih ood of using the name to deceive, except where the company in existence
is in the course of being dissolved and signifies i ts written consent in such manner as the Registrar requires.
(2) If a company, through inadvertence or otherwise , is, without the consent referred to in sub-section (1), registered by a
name identical with that by which a company in exis tence is previously is registered, or so nearly resembling the name that
there is likelihood of using the name to deceive, t he first mentioned company shall, on he direction o f the Registrar, change
its name within a period of one hundred and twenty days.
(3) If a company makes a default in complying with the direction made under sub-section (2), the company shall be
punishable with fine of five hundred take for every day during which the default continues and every o fficer who is in default
shall be punishable with fine of one hundred taka f or every day during which the default continues.
(4) Except with the previous consent in writing of the Government, no company shall be registered by a name which is
declared by the Government by notification in the o fficial Gazette, as undesirable:
Provided that nothing in this sub-section shall app ly to companies registered before the commencement of this Act.
(5) No company shall be registered by a name contai ning in any form the name or any abbreviation of the name of the
United Nations or of any subsidiary body set up by the United Nations or of the World Health Organisation unless the
company has obtained the previous authorisation in writing of the Secretary General in the case of the United Nations or the
subsidiary body as aforesaid or of the Director Gen eral of the World Health Organisation in the case of that Organisation.
(6) Any company may, by special resolution and subj ect to the approval of the Registrar signified in writing, change it name.
(7) Were a company changes its name, the Registrar shall enter the new name on the register in place of the former name,
and shall issued a certificate of incorporation in its new name to meet the circumstances of the case and on the issue of such
a certificate, the change of name shall be complete .
(8) The change of name shall not change any rights or obligations of the company, or render defective any legal proceedings
by or against the company; and any legal proceeding s that might have been continued or commenced again st it by its former
name may be continued or commenced against it by it s new name.

(9) A company may, on payment of such fee as may be prescribed, apply to the Registrar for information whether any
company is registered or proposed to be registered by a name specified in the application and the Registrar shall furnish the
required information within a period of thirty days from the date of receipt of the application.
12. Alternation of memorandum.
(1) Subject to the provisions of this Act, a compan y may, by special resolution, alter the provisions of its memorandum with
respect to the objects of the company, so far as ma y be required to enable it–
(a) to carry on its business more economically or m ore efficiently; or
(b) to attain its main purpose by new or improved m eans; or
(c) to enlarge or change the local area of its oper ations; or
(d) to carry on some business which, under the exis ting circumstances. may conveniently or advantageou sly be
combined with the business of the company; or
(e) to restrict or abandon any of the objects speci fied in the memorandum; or
(f) to sell or dispose of the whole or any part of the undertaking of the company; or
(g) to amalgamate with any other company or body of persons.
(2) The alteration shall not take effect until and except in so far it is confirmed by the Court on pe tition.
(3) Before confirming the alteration, the Court mus t be satisfied–
(a) that sufficient notice has been given to every holder of debentures of the company, and to any per son or class of
person whose interest will, in the option of the Co urt, be affected by the alteration; and
(b) that, with respect to every creditor who in the opinion of the Court is entitled to object, and who signifies his
objections in manner directed by the Court, either his consent to the alteration has been obtained or his debt or
claim has been discharged or has been determined, o r has been secured to the satisfaction of the Court;
Provided that the Court may, in the cases of any pe rson or class, for special reasons, dispense with the notice required by
this section.
13. Power of Court when confirming alteration.
The Court may make an order confirming the alterati on either wholly or in part, and on such terms and conditions as it thinks
fit, and may make such order as to costs as it thin ks proper.
14. Exercises of discretion by Court.
The Court shall, in exercising its discretion under sections 12 and 13, have regard to the class of th em, as well as to the
rights and interests of the creditors, and may if i t thinks fit, adjourn the proceedings in order that an arrangement may be
made to the satisfaction of the Court for the purch ase of the interests of dissenting members; and may give such directions
and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement;
Provided that no part of the share capital of the c ompany may be expended in any such purchase.
15. Procedure on confirmation of the alternation.
A certified copy of the order confirming the altern ation, together with a printed copy of the memorand um as altered, shall be
filed by the company with the Registrar within nine ty days from the date of the order or within such time as may be extended
by the court, and he Registrar shall register the s ame. and shall certify the registration under his hand, and the certificate
shall be conclusive evidence that all the requireme nts of this Act, with respect to the alteration and the confirmation thereof,
have been complied with, and hence forth the memora ndum so altered shall be the memorandum of the comp any.
16. Effect of failure to register within extended t ime.–No such alteration shall have any operation until r egistration
thereof has been duly effected in accordance with t he provisions of section 15, and if such registration is not effected within
the period specified in that section such alteratio n and the order of the Court confirming the alterat ion, and all proceedings
connected there with shall, at the expiration of t he period specified under that section become abso lutely null and void :
Provided that the Court may, on sufficient cause sh own, revive the order on application made within a further period of thirty
days after the said period.
Articles of Association,
17. Registration of articles.
(1) A company limited by guarantee and an unlimited company shall, and a company limited by shares may . have an articles
of association herein provision shall be made for r egulating the affairs of the company; and the artic le shall be signed by the
subscribers of the memorandum and be registered tog ether with the memorandum.
(2) Articles of association may adopt all or any of the regulations contained in Schedule I, and shall in any event be deemed
to contain regulations identical with or to the sam e effect as regulation 56, 66, 71, 78, 79, 80, 81, 82, 95, 97, 105, 108, 112,
113, 114, 115, and 116 contained in that Schedule :
Provided that regulations 78, 79, 82, 81, and 82 sh all not be deemed to be included in the articles of any private company
except a private company which is the subsidiary co mpany of a public company :
Provided further that regulation, 108 shall be deem ed to require that a statement of the reasons why o f the whole amount of
any item of expenditure which may in fairness be di stributed over several years, only a portion thereof is charged against the

income of the year, shall be shown in the profit and, loss account, unless the company in general meet ing shall determine
otherwise.
(3) In the case of an unlimited company or a compan y 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.
(4) In the case of an unlimited company or a compan y limited by guarantee, if the company has not a share capital, the
articles shall state the number of members with whi ch the company proposes to the registered; and on t he basis of such
number the Registrar shall determine the fees payab le on registration.
18. Application of Schedule I.
In the case of a company limited by shares and regi stered after the commencement of this Act, if articles not registered, or,
if articles are registered, in so far as the articl es do not exclude or modify the regulations in Sche dule I, those regulations
shall, so far as applicable be the regulations of t he company in the same manner and to the same exten t as if they were
contained in the duly registered articles.
19. Form and signature of articles.
Articles shall
(a) be printed;
(b) be divided into paragraphs numbered consecutive ly;
(c) be signed by each subscriber of the memorandum, who shall add his address and description in the presence of at least
two witness who shall attest the signature.
20. Alteration of articles by special resolution.
Subject to the provisions of this Act and to the co nditions contained in its memorandum, a company may by special
resolution alter, exclude from or add to its articl es: and any alteration, exclusion or addition so ma de shall be as valid as if
originally contained in the articles, and be subjec t in like manner to alteration, exclusion or addition by special resolution.
21. Effect of alteration in memorandum or articles.
Notwithstanding any thing in the memorandum or arti cles of a company,, no member of the company shall be bound by an
alteration made in the memorandum or articles after the due on which he becomes, member, if and so far as the alteration
requires him to take or subscribe for more shares t han the number held by him at the date on which the alteration is made,
or in any way increases his liability is at that da te to contribute to the share capital of, or otherw ise to pay money to the
company.
General Provisions
22. Effect of memorandum and articles.
(1) The memorandum and articles shall when register ed bind the company and the members hereof to the s ame extent as if
they respectively had been signed by each member an d contained a convenient on the part of each member his heirs and leal
representatives to observe all the provisions of th e memorandum and of the articles subject to the pro visions of this Act.
(2) All money payable by any member to the company under the memorandum or articles shall be a debt one from him to
the company.
23. Registration of memorandum and articles.
(1) The memorandum and articles if any shall be fie ld with the Registrar who if satisfied that the requirements of this Act
have been complied with shall retain and register t hem within thirty days from the date of their receipt and in the event of
refusal he shall communicate the grounds within ten days after that period to the company.
(2) An person on being aggrieved by a refusal of th e Registrar under sub-section (1) may make an appea l to the Government
within thirty days of the receipt of the refusal or der.
(3) The petition of appeal shall be accompanied by a treasury challan showing of a fee of two hundred fifty taka to be
credited under the head of account specified in thi s behalf.
(4) The decision of the Government in an appeal und er this section shall be final.
24. Effect of registration.
(1) On the registration of the memorandum of a comp any the Registrar shall certify under his hand that the company is
incorporated and in the case of a limited company t hat the company is limited.
(2) From the date of incorporation mentioned in the certificate of incorporation the subscribers of the memorandum together
with such other persons as may from time to time be come members of the company shall be a body corpora te by the name
contained in the memorandum capable forthwith of ex ercising all the functions of an incorporated company and having
perpetual succession and a common seal but with suc h liability on the part of the members to contribute to the assets of the
company in the event of its being wound up as is me ntioned in this Act.
25. Conclusiveness of certificate of incorporation.
(1) A certificate of incorporation given by the Reg istrar in respect of any association shall be conclusive evidence that all the
requirements of this Act in respect of registration and of matters precedent and incidental thereto ha ve been complied with
and that the association is a company authorised to the registered and duly registered under this Act.
(2) A declaration by an advocate entitled to appear before the High Court Division who is engaged in t he formation of a
company or by a person named in the articles as a d irector manager or secretary of the company of comp liance with all or

any of the said requirements shall be filed with the Registrar and the Registrar may accept such a dec laration as sufficient
evidence of compliance.
26. Copies of memorandam and articles to be given t o members.
(1) Every member of a company may request for a cop y of the memorandum, and also for a copy of the articles, if any, and
if such request is made in writing alongwith a fee of taka fifty or such less fee as may fixed by the company, the company
shall, within fourteen days from the date of such r equest, send the copy to that member.
(2) If a company makes default in complying with th e requirements of this section, it shall be liable for each offence to a fine
not exceeding two hundred taka and every officer of the company who is knowingly and willfully in default shall be liable to
like penalty.
27. Alteration of memorandum of articles to be note d in every copy.
(1) Where an alteration is made in the memorandum o r articles of a company, every copy of the memorandum or articles
issued after the date of the date of the alteration shall be in accordance with the alteration.
(2) If, where any such alteration has been made the company at any time after the date of the alteration, issues any copies
of the memorandum or article which are not in accor dance with the alteration, it shall be liable to a fine not exceeding one
hundred taka for each copy so issued, and every off icer of the company who is knowingly and willfully in default shall also
bearable to a like penalty.
Association not for profit
28. Power to dispense with Limited In name of chari table and other companies.
(1) Where it is proved to the satisfaction of the G overnment that an association capable of being form ed as a limited
company has been or in about to be formed for promo ting commerce, art, science, religion, charity, or any other useful
object, and appllies or intends to apply its profit s, if any or other income in promoting its objects and to prohibit the payment
of any dividence to its membners the Government may , by licence with approval of one of its Secretaries, direct that the
association be registered as a company with limited liability, without the addition of the word “Limited” to its name, and the
association may be registered accordingly.
(2) A licence by the Government under this section may be granted on such conditions and subject to su ch restrictions as the
Government thinks fit and those conditions and rest rictions shall be binding on the association and shallif the Government so
directs be inserted in the memorandum and articles or in one of those documents.
(3) The association shall on registration enjoy all the privuleges of limited companies and be subject to all their obligations
except those of using the word “Limited” as any par t of its name and of publishing its name or of sending lists of members to
the Registrar.
(4) A licence under this section may at any time b e cancelled by the Government and upon cancellation the Registrar shall
enter the word “Limited” at the end of the name of the association upon the register and the association shall cease to enjoy
the exemptions and privileges granted by this secti on:
Provided that before a licence is sop cancelled the Government shall give to the association a notice in writing of its intention
and the grounds their of and shall afford the assoc iation an opportunity of submitting a representation in opposition to the
cancellation.
Companies Limited by Guarantee
29. Provision as to companies limited by guarantee.
(1) In the case of company limited by guarantee and not having a share capital and registered after the commencement of
this Act every provision in the memorandum or artic les or in any resolution of the company purporting to give any person a
right to participate in the divisible profits of th e company otherwise than as a member shall be void.
(2) For the purpose of this section and the other provisions of this Act. relating to the memorandum of a company limited by
guarantee every provision in the memorandum or arti cles, or in any resolution, of any company limited by guarantee and
registered after the commencement of this Act. purp orting to divide the undertaking of thecompany into shares or interests
shall be treated as a provision for as share capita l notwithstanding that the nominal amount or number of the shares or
interests is not specified thereby.

PART III
SHARE CAPITAL, REGISTRATION OF UNLIMITED COMPANY AS LIMITED AND UNLIMITED LIABILITY OF
DIRECTORS
Distribution of Share Capital
30. Nature of shares.
(1) The shares or other interests of any member a c ompany shall be deemed to be movable property and s hall be
transferable in manner provided by the articles of the company.
(2) Each share in a company having a share capital shall be distinguished by the appropriate number.
31. Certificate of shares or stock.
A certificate under the common seal of the company specifying any shares or stock held by any member s hall be prima facie
evidence of the title of the member to the shares o r stock therein specified.
32. Definition of Member.
(1) Every subscriber of the memorandum of company s hall be deemed to have agreed to become a member of the company
and on its registration shall be entered as a membe r in its register of members.
(2) Every other person who agrees to become a membe r of a company, and whose name is entered in its register of
members shall be a member of the company.
33. Membership of holding company
(1) Except in the cases mentioned in this section a body corporate cannot be a member of a company whi ch is its holding
company and any allotment or transfer or shares in a company to its subsidiary shall be void.
(2) Nothing in this section shall apply; namely–
(a) Where the subsidiary is the legal representativ e of a deceased member of the holding company; or
(b) Where the subsidiary is concerned as trustee un less the holding company or a subsidiary thereof is beneficially
interested under the trust and is not so interested only by way of security for the purposes of a tran saction entered
into by it in the ordinary course of business which includes the lending of money.
(3) This section shall not prevent a subsidiary fro m continuing to be a member of its holding company if it was a member
thereof either at the commencement of this Act or b efore becoming a subsidiary of the holding company; but except in the
cases referred to in sub-section (2), the subsidiar y shall have no right to vote at meetings of the ho lding company or of any
class of members thereof.
(4) Subject of sub-section (2) sub-sections (1) and (3) shall apply in relation to a nominee for a body corporate which is a
subsidiary as if reference in the said sub-sections (1) and (3) to such a body corporate and a subsidi ary included reference to
a nominee for it.
(5) In relation to a holding company which is eithe r a company limited by guarantee or an unlimited co mpany the reference
in this section to shares shall, whether or not the company has a share capital be construed as includ ing a reference to the
interest of its members as such whatever be the for m of that interest.
34. Register of member
(1) Every company shall keep in one on or more book s of register of its members, and enter therein the following
particulars:–
(i) the name and addresses, and the occupations, if any of the members;
(ii) in the case of a company having a share capita l, a statement of the shares held by each member, d istinguishing
each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each
member;
(iii) the date at which each person was entered in the register as a member;
(iv) the date at which any person ceased to be a me mber.
(2) If a company makes default in complying with th e requirements of this section. It shall be liable to as fine not exceeding
one hundred taka for everyday during which the defa ult continues and every officer of the company who knowingly and
willfully authorise or permits the default shall al so be liable to a like penalty.
35. Index of members of company
(1) Every company having more than fifty member sha ll, unless the register of members is in such a form as to constitute in
itself an index, keep an index of the names of the members of the company and shall within fourteen da ys after the date on
which any alteration is made in the register member s make any necessary alteration in the index.
(2) The index which may be in the form of a card in dex shall in respect of each member contain a sufficient indication to
enable the account of that member to be readily fou nd.
(3) If default is made in complying with the sectio n the company shall be liable to a fine not exceedi ng five hundred taka and
every officer of the company who is knowingly and w illfully in default shall be liable to a like penalty.
36. Annual list of members and summary

(1) Every company having a share capital shall within e ighteen months from its incorporation and thereafte r once at least in
every year make a list of all persons who on the da y of the first or only ordinary general meeting in the year are members of
the company, and of all persons who have ceased to be members since the date of the last return or in the case of the first
return of the incorporation of the company.
(2) The following shall be stated in the list namel y:–
(a) the names, addresses, nationality and occupatio n of all past and [present members;
(b) the number of shares held by each of the existi ng members at the date of return specifying the sha res transferred since
the date of last return or, in the case of first re turn, since the date of incorporation, by persons w ho are still members and by
persons who have ceased to be members respectively and also the dates of registration of such transfer; and
(c) a summary distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in
cash and specifying the following:-
(1) the amount of the share capital of the company, and the number of the shares into which it is divided;
(2) the number of shares taken from the commencemen t of the company up to the date of the return;
(3) the amount called up on each share;
(4) the total amount of calls received;
(5) the total amount of calls unpaid;
(6) the total amount of the sums, if any, paid by w ay of commission in respect of any share or debentu res, or
allowed by way of discount, in respect of any share s or debentures, since the date of the last return or so much
thereof as has not been written of at the date of t he return.
(7) the total number of shares forfeited;
(8) the total amount of shares or stock for which s hare warrants are outstanding at the date of the la st return;
(9) the total amount of share-warrants issued and s urrendered respectively since the date of the last return;
(10) the latest date on which the general meeting s hould have been held and whether it was actually so held;
(11) the number of shares or amount of stock compri sed in each sharewarrant;
(12) the names and addresses of the persons who at the date of terurn are the directors of the company and of the
persons, if any, who at the said date are the manag ers managing agents or auditors of the company, and the
changes in the personnel of the directors, managers managing agents since the last return together with the dates
on which the took place; and
(13) the total amount of debt due from the company in respect of all mortgages and charges which are required to
be registered with the Registrar under this Act.
(3) The above list and summary shall be contained i n a separate part of the register of members, and shall be completed
within twenty-one days after the day of the first o r only ordinary general meeting in the year; and th e company shall, within
that period file with the Registrar a copy signed b y two directors, including the managing director, o r where there is no
managing director, by a director, and manging agent or manager or secretary of the company together wi th a certificate from
such persons that the list and summary state the fa cts as they stood on the day aforesaid.
(4) A private company shall send with the annual re turn required by subsection (1) a certificate signed by a director or other
officer of the company that the company has not, si nce the date of the last return or in the case of a first return since the
date of the incorporation of the company, issued an y invitation to the public to subscribe for any shares or debentures of the
company, and where the annual return discloses the fact that the number of members of the company exce eds fifty, also a
certificate so signed that the excess consists whol ly of persons who under sub-clause (ii) of clause ( g) of sub-section (1) of
section 2 are not be included in reckoning the numb er o fifty.
(5) If a company makes default in complying with th e requirements of this section, it shall be liable to a fine not exceeding
two hundred taka for every day during which the def ault continues, and every officer of the company who knowingly and
willfully authorises or permits the default shall b e liable to the like penalty.
37. Trust not to be entered on register
No notice of any trust, expressed, implied or const ructive, shall be entered on the register, or be receivable by the Registrar.
38. Transfer of shares
(1) An application for the registration of the tran sfer of shares in a company may be made either by t he transferer or the
transfere, provided where such application is made by the transferer no registration shall in case of party paid shares be
effected unless the company gives motive of the app lication to the transferee and subject to the provisions of sub-section (7)
the company shall, unless objection is made by the transferee two weeks from the date of receipt of the notice, enter in its
register of members the name of the transferee in t he same manner and subject to the same conditions a s if the application
for registration was made by the transferee.
(2) For the purpose of sub-section (1), notice to t he transferee shall be deemed to have been duly giv en if despatched by
prepaid post to the transferee at the address given in the instrument of transfer and shall be deemed to ave been delivered
in the ordinary course of post.
(3) It shall not be lawful for the company to regis ter a transfer of share in or debentures of the com pany unless the proper
instrument of transfer duly stamped and executed by the transferor and the transferee has been delivered to the company
along with script:

Provided that, where it is proved to the satisfaction of the directors of the company that an instrume nt of transfer signed by
the transferor and transferee has been lost, the co mpany may, if the directors think fit, on an application in writing made by
the transferee and bearing the stamp required by an instrument of transferor register the transfer on such terms as to
indemnity as the directors may think fit.
(4) If a company refuses to register the transfer o f any shares or debentures the company, shall, with in one month from the
date on which the instrument of transfer was lodged with the company, send to the transferee and the transferor notice of
the refusal.
(5) If default is made in complying with sub-sectio n (4) of this section, the company shall be liable to a fine not exceeding
one hundred taka for everyday during which the defa ult continues and every director, manager secretary other officer who is
knowing by a party to the default shall, be liable to a like penalty.
(6) Nothing in sub-section (3) shall prejudice any power of the company to register as shareholder or debenture holder any
person to whom the right to any shares in or debent ures of the company has been transmitted by operati on of law.
(7) Nothing in this section shall prejudice any pow er of the company under its articles to refuse to register the transfer of any
shares.
39. Certification of transfer.
(1) The certification by a company of any instrumen t of transfer of shares in, or debentures of, the company, shall be taken
as a representation by the company to any person ac ting on the faith of the certification that there have been produced to
the company such documents as on the face of them s how a prime facie title to the shares or debentures in the transfer
named in the instrument of transfer, but not as a r epresentation that transferor has complete title to the shares or
debentures.
(2) Where any person acts on the faith of an errone ous certification made by a company negligently, the company shall be
under the same liability to him as if the certifica tion has been made fraudulently.
(3) For the purposes of this section-
(a) an instrument of transfer shall be deemed to ha ve certificated if it bears the words ‘certificate lodged” or words to the like
effect;
(b) the certification of an instrument of transfer shall be deemed to be made by a company, if-
(i) the person issuing the certificated instrument is a person authorise to issue such instruments of transfer on the
company’s behalf; and
(ii) the certification is signed by any officer or servant of the company or any other person authoris ed to certificate
transfers on the company’s behalf, or if a body cor porate has been so authorised by any officer or ser vant of that
body corporate;
(c) a certification shall be deemed to be signed by any person if it purports to be authenticated by his signature, unless it is
shown that the signature was placed there neither b y himself nor by any person authorised to use the s ignature for the
purpose of certificating transfers on the company’s behalf.
40. Transfer by legal representative.
A transfer of the share or other interest of a dece ase member of a company made by his legal represent ative shall, although
the legal representative is not himself a member, b e as valid, as if he had been a member at the time of the execution of the
instrument of transfer.
41. Inspection of register of members.
(1) The register of members commencing from the dat e of the registration of the company and where section 35 applies also
the index of members shall be kept at the registere d office of the company, and such register and index shall, except when
closed under the provisions of this Act shall durin g business hours subject to such reasonable restric tions as the company in
general meeting impose, so that not less than two h ours in each day be allowed for inspection, be kept open to the inspection
of any member free of cost and to the inspection of any other person on payment of one hundred taka or such less sum as
the company may prescribe for each inspection, and any such member or other person may make extract th erefore.
(2) Any member or other person may require a copy o f the register or of any part thereof or of the list and summary required
by this Act or any part thereof, on payment of five taka for every hundred words or fractional part thereof required to be
copied and the company shall cause any copy so requ ired by any person to be sent to that person within a period of ten days
commencing on the day next after the day on which t he requirement is received by the company.
Explanation:
For the purpose of this sub-section in reckoning th e ten working days, the non-working days and days o n which the transfer
books of the company remain closed shall be exclude d.
(3) If any inspection required under this section i s refused or if any copy required under this sectio n is not sent within the
proper period the company and every officer of the company who is in default shall be liable in respect of each offence to a
fine not exceeding one hundred taka and to a furthe r fine not exceeding one hundred taka for everyday during which the
refusal or default continues, and the Court may by an order compel an immediate inspection of the regi ster and index or
direct that copies required shall be sent to the pe rsons requiring them.
42. Power to close register.
A company may on giving seven day’s previous notice by advertisement in some newspaper circulating in the district in which
the registered office of the company is situated cl ose the register of members for any time or times n ot exceeding in the
whole forty-five days in each year but bot exceedin g thirty days at a time.

43. Power of Court to rectify register
(1) If (a) the name of any person is without sufficient ca use entered in or omitted from the register of memb ers of a
company; or
(b) default is made or unnecessary delay takes plac e in entering on the register the fact of any person having
become, or ceased to be, a member,
the person aggrieved, or any member of the company, or the company, may apply to the Court for rectification of the
register.
(2) The Court may either refuse the application, or may order rectification of the register and paymen t by the company of
any damages sustained by any party aggrieved and ma y also make such order as costs as it may consider proper.
(3) On any application under this section the Court may decide any question relating to the title of any person who is a party
to the application to have his name entered in or o mitted from the register whether the question arise s between members or
alleged members or between members or alleged membe rs on the one hand and the company on the other hand and
generally may decide any question necessary or expe dient to be decided for rectification of the register and may also decide
any issue involving any question of law.
44. Notice to Registerar for rectification of regis ter.
In the case of a company required by this Act to fi le a list of its members with the Register, the Court when making an order
for rectification of the register shall by its orde r direct notice of the rectification to be filed with the Registrar within from the
date of completion of the order.
45. Register to be evidence.
The register of members shall be primafacie evidenc e of any matter by this Act directed authorised to be inserted therein.
46. Issue of share warrants to bearer
(1) A company limited by shares if so authorised by its articles may with respect to any fully paid-up shares or to stock issue
under its common seal a warrant stating that the be arer of the warrant is entitled to the shares on stock therein specified
and may provide by coupons or otherwise for the pay ment of the future dividends on the shares or stock included in the
warrant in this Act termed as share-warrant.
(2) Nothing in this section shall apply to a privat e company.
47. Effect of sharewarrant.
A share warrant shall entitle the bearer thereof to the shares or stock therein specified and the shar es or stock may be
transferred by delivery of the warrant.
48. Registration of name of bearer of share warrant .
The bearer of a sharewarrant shall subject to the a rticles of the company, be entitled, on surrendering it for cancellation, to
have his name entered as a member in the register o f members; and the company shall be responsible for any loss incurre
by any person by reason of the company entering in its register the name of a bearer of a share- warrant in respect of the
share of stock therin specified without the warrant being surrendered and cancelled.
49. Position of bearer of Share-warrant.
The bearer of a share warrant may, if the articles of the company so provide be deemed to be a member of the company
within the meaning of this Act either to the full e xtent or for any purpose defined in the articles ex cept that he shall not be
qualified in respect of the shares or stock specifi ed in the warrant for being a director or manager o f the company in cases
where such a qualification is required by the artic les.
50. Entries in register when share-warrant issued.
(1) On the issue of share-warrant, the company shal l strike out of its register of members the name of the member then
entered therein as holding the shares or stock spec ified in the warrant, as if he had ceased to be a member and shall enter in
the Register the following particulars namely:-
(i) the fact of the issue of the warrant;
(ii) a statement of the shares or stock included in the warrant, distinguishing each share by its numb er; and
(iii) the date of issue of the warrant.
(2) If a company makes default in complying with th e requirements of this section it shall be liable to a fine not exceeding
two hundred taka for every day during which the def ault continues and every officer of the company who knowingly and
willfully continues or permits the default shall al so be liable to a like penalty.
51. Surrender of Share warrant.
Until the warrant is surrendered, the above particu lars shall be deemed to be the particulars required by this Act to be
entered in the register of members; and on the surr ender the date of the surrender shall be entered as if it were the date at
which a person ceased to be a member.
52. Power of company to arrange for different amoun ts being paid on shares
A company, if so authorised by its articles may do any one or more of the following things, namely–

(i) make arrangements on the issue of shares for a difference between he shareholders in the amounts a nd times of payment
of calls on their shares;
(ii) accept from any member who assents thereto the whole or a part of the amount remaining unpaid on any shares held by
him although no part of that amount has been called up;
(iii) pay dividend in proportion to the amount paid -up on each share where a larger amount is paid-up on some shares than
on others.
53. Power of company limited by shares to alter its share capital.
(1) A company limited by shares if so authorised by its articles may alter the conditions of its memorandum, as follows that is
to say it may–
(a) increase its share capital by the issue of new shares of such amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of larger amount than its exist ing shares;
(c) convert all or any of its paid-up shares into s tock and reconvert that stock into paid-up shares o f any
denomination.
(d) sub-divided ist shares, or any of them, into sh ares of smaller amount than is fixed by the memoran dum, so that
in the sub-division the proportion between he amoun t paid and the amount, if any, unpaid on each reduced share
shall be the same as it was in the case of the shar e from which the reduced share is derived;
(e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to
be taken by any person, and diminish the amount of its share capital by the amount of the share so cancelled.
(2) the powers conferred by this section can only b e exercised by the company in its general meeting.
(3) A cancellation of shares in pursuance of this s ection shall not be deemed to be a reduction of sha re capital within the
meaning of the other provisions of the Act.
(4) The company shall file with the Registrar notic e of the exercise of any power referred to tin clause (d) or clause (e) of
sub-section (1) within fifteen days from the exerci se thereof.
54. Notice to Registrar for consolidation of share a capital, conversion of shares into stock etc.
(1) Where a company having a share capital has cons olidated and divided its share capital into shares of larger amount than
its existing shares or converted any of the shares into stock or re-converted stock into shares, it shall within fifteen days of
the consolidation and division, conversion or re-co nversion, file notice with the Registrar of the same, specifying the share
consolidated and divided, or converted or the stock re-coverted.
(2) If a company makes default in complying with th e requirements of this section, it shall be liable to a fine not exceeding
two hundred taka for everyday during which the defa ult continues, and every officer of the company who knowingly and
willful authorises or permits the default shall als o be liable to the like penalty.
55. Effect of conversion of shares into stock.
Where a company having a share capital has converte d any of its shares into stock and filed notice of the conversion with the
Register all the provisions of this Act which are a pplicable to shares only shall cease as to so much of the share capital as is
converted into stock; and the register of members o f the company, and the list of members to be filed with the Registrar
shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares
hereinbefore required by this Act.
56. Notice of increase of share capital or of membe rs.
(1) Where a company having a share capital, whether its shares have or have not been converted into stock, has increased
its share capital, beyond the registered capital, a nd where a company not having a share capital has i ncreased the number of
its members beyond the registered number, it shall file with the Registrar, in the case of an increase of share capital, within
fifteen days after the passing of the resolution au thorising the increase and in the case of an increa se of members within
fifteen days after the increase was resolved on or took place, notice of the increase of capital or members, and the Registrar
shall record the increase.
(2) The notice under sub section (1) shall include particulars of the classes of shares, affected and the conditions, if any,
subject to which the new shares are to be issued.
(3) If a company makes a default in complying with the requirements of this section, it shall be liable to a fine not exceeding
two hundred taka for every day during which the def ault continues, and every officer of the company who knowingly and
willfully authorises or permits the default shall b e liable to a like penalty.
57. Application of premiums received on issue of sh ares.
(1) Where a company issues shares at a premium, whe ther for cash or otherwise, a sum equal to the aggregate amount or
value of the premiums on those shares, shall be tra nsferred to an account, to be called “the share premium account” and the
provisions of this Act relating to the reduction of the share capital of a company shall, except as pr ovided in this section,
apply as if the share premium account were paid-up share capital of the company.
(2) The share premium account may be applied by the company–
(a) in paying up unissued shares of the company to be issued to member of the company as fully paid bo nus shares;
(b) in writing of the preliminary expenses of the c ompany,

(c) in writing off the expenses of, or the commission paid or discount allowed, on any issue of shares or debentures
of the company; or
(d) in providing for the premium payable on the red emption of any redeemable preference shares or of a ny
debentures of the company.
(3) Where is company has, before the commincement o f this Act issued any shares at a premium this section shall apply as if
the shares had been issued after the commencement o f this Act:
Provided that any part of the premium which has bee n so applied that it does not at the commencement of this Act form an
identificable part of the company’s reserves within the meaning of Schedule XI shall be disregarded in determining the sum
to be included in the share premium account.
Reduction of Share Capital
58. Restriction on purchase by company or loans by Company for purchase of its own shares
(1) No company limited by shares shall have power t o buy its own shares or the shares of a public company of which it is a
subsidiary company, unless the consequent reduction of capital is effected and sanctioned in the manner provided by sections
59 to 70.
(2) No company limited by shares other than private company or a subsidiary company of a public compan y, shall give
whether directly or indirectly, and whether by mean s of a loan guarantee the provision of security or otherwise any financial
assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the
company:
Provided that nothing in this section shall, where the lending of money is part of the ordinary busine ss of a company, be
taken to prohibit the lending of money by the compa ny in the ordinary course of its business.
(3) If a company acts in contravention of this sect ion, the company, are every officer of the company who is knowingly and
willfully in default shall be liable to a fine not exceeding five thousand taka.
(4) Nothing in this section shall affect the right of a company to redeem any shares issued under sect ion 154.
59. Reduction of share capital.
(1) Subject to confirmation by the Court, a company limited by shares, if so authorised by its articles, may by special
resolution reduce its share capital in any way, and in particular the company may, as part of this gen eral power–
(a) extinguish or reduce the liability on any of it s shares in respect of share capital not paid-up;
(b) either with or without extinguishing or reducin g liability on any of its shares, cancel any paid-up share capital
which is lost or presented by available assets;
(c) either with or without extinguishing or reducin g liability on any of its shares, pay off any paid-up share capital
which is in excess of the wants of the company;
(d) so far as is necessary, alter its memorandum by reducing the amount of its share capital and of its shares
accordingly.
(2) A special resolution under this section is in t his Act called a resolution or reducing share capit al.
60. Application to Court for confirming order
Where a company has passed a resolution for reducin g share capital it shall apply by petition to the Court for an order
confirming the reduction.
61. Addition to name of company of “and reduced”
On and from the passing by a company of a resolutio n for reducing share capital, or where the reduction does not involve
either the diminution of any liability in respect o f un-paid share capital or the payment to any share holder of any paid-up
share capital, then on and from the making of the o rder by the Court confirming by the reduction the company shall add to
its name, until such date as the Court may fix, the words “and reduced” as the last words in its name and those words shall
until that date be deemed to be part of the name of the company:
Provided that where the reduction does not involve either the diminutior of any liability in respect of unpaid share capital or
the payment to any shareholder of any paid-up share capital, the Court may, if it thinks expedient dispense altogether with
the addition of words “and reduced”.
62. Objections by creditors and settlement of list of objecting creditors:
(1) Where the proposed reduction of share capital i nvolves either diminution of liability in respect of unpaid share capital or
the payment to any shareholder of any paid-up share capital, without permission of the Court and in any other case if the
Court so permits every creditor of the company, who at the date fixed by the Court is entitled to any debt or claim which if
that date were the commencement of the winding up o f the company would be admissible in proof against the company shall
be entitled to object to the reduction.
(2)The Court shall settle a list of creditors so en title to object, and for that purpose shall ascerta in as far as possible without
requiring an application from any creditor the name s those creditors and the nature and amount of thei r debts or claims and
may issue notices fixing a day or days within which creditors not entered on the list are to claim to be so entered on to be
excluded from the right of objecting to the reducti on; and after consideration such claims the Court s hall finalise the list.
63. Power to dispense with consent of creditor on s ecurity being given for his debt

Where a creditor entered on the list of creditors whose debt or claim is not discharged or determined does not consent to the
reduction, the Court may, if it thinks fit dispense with the consent of the creditor on the company se curing payment of his
debt or claim by appropriating as the Court may dir ect the following amount that is to say–
(i) if the company admits the full amount of his de bt or claim or though not admitting it is willing to provide for it then the full
amount of the debt or claim;
(ii) if the company does not admit or is not willin g to provide for the full amount of the debt or cla im, or if the amount is
contingent or not ascertained, then an amount fixed by the Court after the like inquiry and adjudication as if the company
were being wound up by the Court.
64. Order confirming reduction
The Court if satisfied with respect to every credit or of the company who under this Act is entitled to object to the reduction,
that either consent tot he reduction has been obtai ned or his debt or claim has been discharged or has been determined or
has been secured may make an order confirming the r eduction on such terms and conditions as it thinks fit.
65. Registration of order minutes of reduction
(1) The Registrar shall, on production to him, regi ster the following documents, namely:–
(a) the certified copy of the order of the Court co nfirming the reduction of the share capital of a co mpany.
(b) a copy of the minutes approved by the Court, sh owing the following :
(i) the amount of the reduced share capital;
(ii) the number of shares into which it is to be di vided;
(iii) the nominal value of each such share;.
(iv) the amount, if any, at the date of registratio n, deemed to be paid up on each such share.
(2) On the registration under sub-section (1) and n ot before, the resolution for reducing share capital as confirmed by the
order so registered shall take effect.
(3) Notice of the registration shall be published i n such manner as the Court may direct.
(4) The Registrar shall certify under his hand the registration of the order and minutes, and his cert ificate shall be conclusive
evidence that all the requirements of this Act with respect to reduction of share capital have been co mplied with, and that the
share capital of the company is such as is stated i n the minute.
66. Minutes to form part of memorandum
(1) The minutes when registered shall be deemed to be substituted for the corresponding part of the memorandum of the
company, and shall be valid and alterable as if it had been originally contained therein, and it shall be embodied in every
copy of the memorandum issued after its registratio n.
(2) If a company makes default in complying with th e requirements of this section, it shall be liable to a fine not exceeding
one hundred taka for each copy in respect of which default is made, and every officer of the company w ho knowingly and
willfully authorises or permits the default shall b e liable to a like penalty.
67. Liability of members in respect of reduced shar es
(1) member of the company, past or present, shall n ot be liable in respect of any share to any call or contribution exceeding
in amount the difference, if any, between the amoun t paid, or, as the case may be, the reduced amount, if any, which is to
be deemed to have been paid, on the share and the a mount of the share as fixed by the minutes:
Provided that, if any creditor, entitled in respect of any debt or claim to object to the reduction of share capital, is by reasons
of his ignorance of the proceedings for reduction o r of their nature and effect with respect to his claim, not entered on the list
of creditors, and, after the reduction, the company is unable, within the meaning of the provisions of this Act or with respect
to winding up by the Court, to pay the amount of hi s debt or claim, then–
(i) every person who was a member of the company at the date of the registration of the order for reduction and
minute, shall be liable to contribute for the payme nt of that debt or claim an amount not exceeding th e amount
which he would have been liable to contribute if th e company had commenced to be wound up on the day b efore
that registration; and
(ii) if the company is wound up, the Court on the a pplication of any such creditor and proof of his ignorance as
aforesaid, may, if it thinks fit, settle accordingl y a list of persons so liable to contribute, and ma ke and enforce calls
and orders on the contributors settle on the list a s if they were ordinary contributories in a winding up.
(2) Nothing in this section shall after the rights of the contributories amount themselves.
68. Penalty on concealment of name of creditor:
If any officer of the company willfully conceals th e name of any creditor entitled to object to the re duction or willfully
misrepresents the nature or amount of the debt or c laim of any creditor, or if any officer of the company abets, any such
concealment or misrepresentation as aforesaid every such officer shall have punishable with imprisonment which may extend
to two years, or with fine, or with both.
69. Publication of reasons for reduction:
In any case of reduction of share capital, the Cour t may require the company to publish, as the Court directs, the reasons for
reduction or such other information in regard there to as the Court may think expedient with a view to giving proper
information to the public, and, if the Court think fit, also causes which led to the reduction.

70. Increase and reduction of share capital of a company limited by guarantee:
A Company limited by guarantee and registered after the commencement of this Act may, if it has a share capital and is so
authorised by its articles, increase or reduce its share capital in the same manner and subject to the same conditions in and
subject to which a company limited by shares may in crease or reduce its share capital under the provisions of this Act.
Variation of Shareholder’s Rights
71. Rights of holders of special classes of shares:
(1) If in the case of a company, the share capital of which is divided into different classes of shares, provision is made by the
memorandum or articles authorising the variation of the rights attached to any class of shares in the company, subject to the
consent of any specified proportion of the holders of the issued shares of that class or the sanction of are solution passed at a
separate meeting of the holders of those shares, an d in pursuance of the said provision the rights attached to any class of
shares are at any time varied, the holders of the l ess in the aggregate than ten per cent of the issue d shares of that class,
being persons who did not consent to or vote in fav our of the resolution for the variation, may apply to the Court to have the
variation cancelled, and where any such application is made, the variation shall not have effect unless and until it is
confirmed by the Court.
(2) An application under sub-section (1) must be ma de within fourteen days after the date on which the consent was given or
the resolution was passed, as the case may be, unde r that sub-section and may be made on behalf of the shareholders
entitled to make the application by such one or mor e of their numbers as they may appoint in writing for the purpose.
(3) On any such application, the Court, after heari ng the applicant and any other persons who apply to the Court to be heard
and appear to the Court to be interested in the app lication, may if it is satisfied having regard to all the circumstances of the
case that the variation would unfairly prejudice th e shareholders of the class represented by the appl icant, disallow the
variation and shall, if not so satisfied, confirm t he variation.
(4) The decision of he Court on any such applicatio n shall be final.
(5) The company shall, within fifteen days after th e service on the company of any order made on any s uch application,
forward a copy of the order to the Registrar, and i f default is made in complying with this provision, the company shall be
liable to a fine not exceeding two hundred taka and every officer of the company who is knowingly and willfully in default
shall be liable to a like penalty.
(6) The expression “variation” in this section incl udes “abrogation” and the expression “varied” shall be construed
accordingly.
Registration of Unlimited Company as Limited
72. Registration of unlimited company as limited:
(1) Subject to the provisions of this section, any company registered as unlimited may register under this Act as limited and
any company registered before the commencement of t his Act as a limited company may re-register under this Act, but the
registration of an unlimited company as a limited c ompany shall not affect any debts, liabilities, obligations or contracts
incurred or entered into by, to, with or on behalf of, the company before the registration, and those debts, liabilities,
obligations and contracts may be enforced in manner provided by part VIII of this Act in the case of a company registered in
pursuance of that Part.
(2) On registration in pursuance of this section, t he Registrar shall close the former registration of the company, and may
dispense with the delivery to him of companies of a ny documents with copies of which he was furnished on the occasion of
the original registration of the company; but, save as aforesaid, the registration shall take place in the same manner and
shall have effect as if it were the first registrat ion of the company under this Act.
73. Power of unlimited company to provide for reser ve share capital on registration
(1) An unlimited company having a she capital may, by its resolution for registration as a limited company in pursuance of
this Act, do either or both of the following things , namely:–
(a) increase the nominal amount of its share capita l by increasing the nominal amount of each of its shares, but subject to
the condition that no part of the amount by which i ts capital is so increased shall be capable of being called up except in the
event and for the purpose of the company being woun d up;
(b) provide that a specified portion of its uncalle d share capital shall not be capable of being calle d up except in the event
and for the purpose of the company being wound up.
(2) the portion of the share capital increased or s pecified under sub- section (1) shall be called the reserved share capital.
Reserve Capital of Limited Company
74. Reserve Capital of Limited company:
A limited company may by special resolution, determ ine that any portion of its share capital which has not been already
called up shall not be capable of being called up, except in the event and for the purposes of the com pany being wound up,
and thereupon that portion of its share capital sha ll not be capable of being called up except in the event and for the
purposes aforesaid; and such portion shall be calle d reserved share capital.
Unlimited Liability of Directors
75. Limited company may have directors with unlimit ed liability
(1) In a limited company the liability of the direc tors or of any director may, if so provided by the memorandum, be
unlimited.

(2) In a limited company in which the liability of any director is unlimited, the directors of the com pany, if any, and the
member, who proposes a person for election or appoi ntment to the office of director, shall add to that proposal a statement
that the liability of the person holding that offic e will be unlimited and the promoter and officers o f the company or one of
them shall, before the person accepts the office or acts therein, give him notice in writing that his liability will be unlimited.
(3) If any director or proposer makes default in ad ding a statement as required by sub-section (1), or if any promoter or
officer of the company makes default in giving a no tice as required by that sub- section, the shall be liable to a fine not
exceeding five thousand taka and shall also be liab le for any damage which the person so elected or ap pointed may sustain
from the default, but the liability of the person e lected or appointed shall not be affected by the de fault.
76. Special resolution of limited company making li ability of directors unlimited.
(1) A limited company if so authorised by its artic les may, by special resolution, alter its memorandu m so as to render
unlimited the liability of its directors or of any director. (2) Upon the passing of any special resol ution under sub-section (1),
the provisions thereof shall be valid as if they ha d been originally contained in the memorandum.

PART IV
MANAGEMENT AND ADMINISTRATION
Office and Name
77. Registered office of company – (1) A company shall as from the day on which it beg ins to carry on business or as
from the twenty-eight day after the date of its inc orporation, whichever is earlier, have a registered office to which all
communications and notices may be addressed.
(2) Notice of the situation of the registered offic e and of any change therein shall be given within t wenty-eight days after the
date of the incorporation of the company or of the change, as the case may be, to the Registrar who sh all record the same.
(3) The inclusion in the annual return of a company of the statement as to the address of its registered office shall not be
taken to satisfy the obligation imposed by this sec tion.
(4) If a company carries on business without comply ing with the requirements of this section, it shall be liable to a fine not
exceeding two hundred taka for every day during whi ch it so carries on business.
78. Publication of name by a limited company – Every limited company-
(a) Shall paint or affix, and keep painted or affix ed, in letters easily legible and in Bengali or English characters, its name in a
conspicuous position on the frontside of every offi ce or place in which its business is carried on:
(b) shall have its name engrave in legible characte rs on its seal;
(c) shall have its name mentioned in legible Bangal i or English characters in all bill-heads, letter papers and in notices,
advertisements and other official publications of t he company, and in all bills of exchange, hundis, p romissory notes,
endorsements, cheques and orders for money or goods purporting to be singed by or on behalf of the company, and in all
bills of parcels; invoices, receipts and letters cr edit of the company.
79. Penalties for non-publication of name – (1) If a limited company maines default in complyin g with the provisions of
section 78 (a), it shall be liable to a fine not ex ceeding five hundred taka for everyday during which the default continues and
every officer of the company, who knowingly and wil lfully authorises or permits the default, shall be liable to a like penalty.
(2) If any officer of a limited company, or any per son on its behalf–
(a) uses or authorises the use of any seal purporti ng to be a seal of the company whereon its name is not engraven
as required by section 78 (b); or
(b) issues or authorises the issue or any bill-head , letter paper, notice, advertisement or other official publication of
the company, or signs or authorises on be signed on behalf of the company any bill of exchange hundi, promissory
note, endorsement, cheque or order for money or goo ds, or issues or authorises to be issued any bill of parcels,
invoice, receipt or letter of credit of the company , wherein its name is not mentioned as required by section 78 (b);
he shall be liable to a fine not exceeding one thou sand taka, and shall further be personally liable to the holder of any such
bill, hundi, promissory note, cheque or order for t he amount thereof, unless the same is duly paid by the company.
80. Publication of authorised as well as subscribed and paid-up capital—(1) Where any notice, advertisement or
other official publication of a company contains a statement of the amount of the authorised capital o f the company, such
notice, advertisement or other official publication shall also contain a statement in an equally promi nent position and in
equally conspicuous characters of the amount of the capital which has been subscribed and the amount p aid-up.
(2) Any company which makes default in complying wi th the requirements of this section and every officer of the company
who is knowingly a party to the default shall liabl e to a fine not exceeding five thousand taka.
Meeting and Proceeding
81. Annual general meeting– (1) Every company shall in each year of the Grogori an calendar hold in addition to any other
meetings a general meeting as its annual general me eting and shall specify the meeting as such in the notices calling it; and
not more than fifteen months shall elapse between t he date of one annual general meeting of a company and that of the
next:
Provided that a company may hold its first annual g eneral meeting within a period of not more than eighteen months from
the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company
to hold any annual general meeting in the year of i ts incorporation or in the following year;
Provided further that the Registrar may, on an appl ication made by a company within thirty days from t he date of expiry of
the period specified for holding the annual general meeting as aforesaid, extend the time within which any annual general
meeting, not being the first annual general meeting shall be held, by a period not exceeding ninety days or not exceeding the
31st December of the calendar year in relation to w hich the annual general meeting is required to be held, whichever is
earlier.
(2) If a company defaults in complying with the pro visions of sub-section (1), the Court may, on the application of any
member of the company, call or direct the calling o f a general meeting of the company and give such an cillary or
consequential direction as the Court thinks expedie nt in relation to the calling holding and conducting of the meeting.
82. Penalty for default in complying with section 8 1–If default is made in holding a meeting of the comp any in
accordance with sub- section (1) of section 81, or in complying with any directions of the Court under sub-section (2)
thereof, the company and every officer of the compa ny who is in default, shall be punishable with fine which may extend to
ten thousand taka and in case of a continuing defau lt, with a further fine which may extend to two hundred fifty taka for
every day after the first day during which such def ault continues.

83. Statutory meeting and statutory report of company–(1) Every company limited by shares and every com pany
limited by guarantee and having a share capital sha ll, within a period of not less than one month and not more than six
months from the date at which the company is entitl ed to commence business, hold a general meeting of the members of the
company; in this Act such meeting is referred to as “the statuary meeting”.
(2) The Board of Directors shall, in accordance wit h the other provision of this Act, prepare a report, in this Act referred to as
‘statutory report” and shall at least 21 days befor e the day on which the statutory meeting is not be held, forward the report
to very member of the company:
Provided that if the report is forwarded later tha n the time as is required above, it shall notwithst anding that fact, be
deemed to have been duly forwarded if any member en titled to attend and vote at the meeting does not object to such
forwarding.
(3) The statutory reports shall set out the followi ng namely–
(a) the total number of shares allotted, distinguis hing the shares allotted as fully or partly paid-up, otherwise than in cash,
and stating in the case of shares partly paid-up, t he extent to which they are so paid up, and in eith er case, the consideration
for which they have been allotted;
(b) the total amount of cash received by the compan y in respect of all the shares allotted, distinguished as aforesaid;
(c) showing under separate proper headings–
(i) an abstract of receipts of the company and of t he payments made thereout up to a date within seven days prior
to the date of the report;
(ii) the receipts of the company from the shares an d debentures and other sources, the payments made t hereout
and particulars of the concerning balance remaining in hand;
(iii) any commission or discount paid or to be paid on the issue or sale of shares or debentures; and
(iv) an account or estimate of the preliminary expe nses of the company;
(d) the names, addresses and occupations of the dir ectors of the company and of its auditors; and also, if there be any, of its
managing agent, manager and secretary. and the chan ge, if any which have occurred in such names addresses in and
occupations since the date of the incorporation of the company;
(e) the particulars of any contract which, or the m odification or the proposed modification of which is to be submitted to the
meeting for its approval, together with the particu lars of the modification or proposed modification o f such contract;
(f) the extent, if any, due on calls from every dir ector, from managing agent, every partner of the ma naging agent, every
firm in which the managing agent is a partner, and where the managing agent is a private company, ever y director thereof;
(h) the particulars of any commission or brokerage paid or to be paid in connection with the issue or sale of shares or sale of
shares or debentures to any director, or to the man aging agent, any partner of the managing agent, any firm in which the
managing agent is a partner and, where the managing agent is a private company, to any director thereof.
(4) The statutory report shall be certified as corr ect by not less than two directors of the company, one of whom shall be the
managing director where there is one.
(5) After the statutory report has been certified a s required by sub-section (4), the Board of Directo rs the company shall, in
so far as the report relates to the shares allotted by the company, the cash received in respect of su ch shares and the
receipts and payments of the company, get it certif ied as correct by the auditors of the company.
(6) The Board of Director shall cause a copy of the statutory report certified as if required by this section to be delivered to
the Registrar for registration forthwith, after cop ies thereof have been sent to the members of the co mpany.
(7) The Board of Directors shall prepare a list sho wing the names, addresses and occupation of the mem bers of the company,
and the number of shares held by them respectivel y, to be produced at the commencement of the statu tory meeting and to
remain open and accessible to any member of the com pany during the continuance of the meeting.
(8) The members of the company present at the meeti ng shall be at liberty to discuss any matter relating to the formation of
the company or arising out of the statutory report, whether previous notice has been given or not; but no resolution may be
passed of which notice has not been given in accord ance with the provisions of this Act.
(9) The meeting may adjourn from time to time and a t any adjourned meeting, any resolution of which notice has been given
in accordance with the provisions of this Act, Whet her before or after the former meeting, may be pass ed; and the adjourned
meeting shall have the same powers as an original m eeting.
(10) If a petition is presented to the Court in the manner provided by Part V for winding up of the co mpany on the ground of
default in filing the statutory report or in holdin g the statutory meeting the court may, instead of d irecting that the company
be wound up, give directions for the presentation o f the report or for holding the meeting or make suc h other order as may
be just.
(11) If default is made in complying with the provi sions of this section, every director or other officer of the company who is
in default shall be punishable with fine which may extend to five thousand taka.
(12) Nothing in this section shall apply to a priva te company.
84. Calling of extraordinary general meeting on req uisitions–(1) Notwithstanding anything contained in the artic les,
the directors of a company which has a share capita l, shall on the requisition of the holders of not less than one tenth on the
issued share capital of the company upon which all calls or other sums then due have been paid, forthw ith proceed to call an
extraordinary general meeting of the company, and i n the case of a company not having a share capital the directors thereof

shall call such meeting on the requisition of such members as have, on the date of submitting the requ isition, not less than
one tenth of the total voting power in relation to the issues on which the meeting is called.
(2) The requisition must state the objects of the m eeting and must be signed by the requisitioned and deposited at the
registered office of the company, and may consist o f several documents in like form, each signed by on e or more
requisitioned.
(3) If the directors do not, within twenty one days from the date of deposit of the requisition, proceed duly to call a meeting
on a day not later than forty-five days from the da te of the deposit of the requisition, then the requisitioned, or a majority of
them in value, may themselves call the meeting, but any meeting so called shall be held before the expiration of three
months from the date of the deposit of the requisit ion.
(4) Any meeting called under this section by the re quisitionnists shall be called in the same manner, as nearly as possible, as
that in which meetings are to be called by director s.
(5) Any reasonable expenses incurred by the requisi tioned by reason of the failure of the directors duly to call a meeting shall
be repaid to the requisitionists by the company, an d any sum so repaid shall be retained by the compan y, out of any sums
due or to become due from the company by way of fee s or other remuneration for their services to such of the directors as
were in default.
85. Provision as to meeting and votes— (1) The following provisions shall have effect with respect to meeting of a
company notwithstanding any provisions made in the articles of association of the company in this behalf:
(a) an annual general meeting may be called by four teen days notice in writing, and a meeting other than an annual general
meeting or a meeting for the passing of a special r esolution may be called by twenty one day’s notice in writing: Provided
that a meeting may be called by shorter notice than aforesaid, if it is so agreed in writing–
(i) in the case of an annual general meeting, by al l the members entitled to attend and vote thereat; and
(ii) in the case of any other meeting by the member s of the company holding, if the company has a shar e capital not
less than 95 percent of such part of the paid-up sh are capital of the company as gives a right to vote at the
meeting, or having if the company has no share capi tal, not less than 95 percent of the total voting power
exerciseable at the meeting;
(b) notice of the meeting of a company with the sta tement of the business to be transacted at the meet ing shall be served on
every member in the manner in which notices are req uired to be served by Schedule 1; but accidental omission to give notice
to, or the non-receipt of notice by, any members sh all not invalidate the proceedings at any meeting;
(c) five members present in person or by proxy, or the chairman of the meeting, or any member or membe rs holding not less
than one-tenth of the issued capital which carries voting rights shall be entitled to demand a poll: Provided that in the case of
a private company, if not more than seven members a re personally present, one member, and if more than seven members
are personally present, two members, shall be entit led to demand a poll:
(d) an instrument appointing a proxy, if * the form set out i regulation 68 of Schedule I, shall not be questioned on the
ground that if fails to comply with any special req uirements specified for such instruments by the art icles; and
(e) any shareholder whose name is entered in the re gister of shareholders of the company shall enjoy the same rights and be
subject to the same liabilities as all other shareh olders of the same class.
(2) The following provisions shall have effect if s o far as the articles of the company do not make ot her provision in this
behalf:–
(a) two or more members holding not less than one-t enth or the total share capital paid-up or, if the company has
not a share, capital, not less than five percent in number of the members of the company may call a me eting.
(b) in the case of a private company whose number o f members does not exceed six, two members and if s uch
number exceeds six, three members, and in the case of any other company, five members personally present shall
be a quorum;
(c) any member elected by the members present at a meeting may be chairman thereof.
(d) in the case of company originally having a shar e, capital, every member shall have one vote in res pect of each,
share or each hundred taka of stock held by him, an d in any other cases very member shall have one vot e;
(e) on a poll, votes may be given either personally or by proxy;
(f) the instrument appointing a proxy shall be in w riting under the hand or the appoint or of his attorney duly
authorised in writing or if the appointer is a corp oration or a company, either under seal or under th e hands of an
officer or an attorney duly authorised: Provided th at the appointment of proxy shall not be allowed in case of
companies formed under section 28 and a proxy may o r may not be a member of the company.
(3) If for any reason it is impracticable to call a meeting of a company in any manner in which meetin g of that company may
be called or to conduct the meeting of the company in manner prescribed by the articles or this Act the Court may either of
its own motio or on the application of any director of the company or of any member of the company who would be entitled
to vote at the meeting, order a meeting of the comp any to be called, held and conducted in such manner as the Court thinks
fit, and where any such order shall for all purpose s be deemed to be a meeting of the company duly cal led, held and
conducted.
86. Representation of companies at meetings of othe r companies of which they are members– A company which is
a member of another company may, by resolution of t he directors, authorise any of its official or any other person to act as
its representative at any meeting of that other com pany, and the person so authorised shall be entitled to exercise the same
powers on behalf of the company which he represents as if he were an individual shareholder of that other company.

87. Extraordinary and special resolution–(1) A resolution shall be a extraordinary resolutio n when it has been passed by
a majority of not less than three fourths of such m embers entitled to vote as are present in person or by proxy, where
proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as an
extraordinary resolution has been duly give.
(2) A resolution shall be a special resolution when it has been passed by such a majority as is requir ed for the passing of an
extraordinary resolution and at a general meeting o f which not less than twenty-one day’s notice specifying the intention to
propose the resolution as a special resolution has been duly given;
Provided that, if all the members entitled to atten d and vote at any such meeting so agree, a resoluti on may be proposed and
passed as a special resolution at a meeting of whic h less than twenty-one day’s notice has been given.
(3) At any meeting at which an extraordinary resolu tion or a special resolution is submitted to be passed a declaration of the
chairman on a show of hands that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact
without proof of the number or proportion of the vo tes recorded in favour of or against the resolution.
(4) At any meeting at which an extraordinary resolu tion or a special resolution is submitted to be passed a poll may be
demanded.
(5) Where a poll is demanded, the poll may in accor dance with the articles, be taken in such manner as the chairman may
direct; and if the chairman so directs it be taken at the meeting at which it is demanded.
(6) Where a poll is demanded in accordance with thi s section, in computing the majority on the poll, reference shall be had to
the number of votes top which each member is entitl ed by the articles of the company or under this Act.
(7) For the purposes of this section, notice of a m eeting shall be deemed to be duly given and the mee ting to be duly held
when the notice is given and the meeting held in ma nner prescribed by the articles or under this Act.
88. Registration and copies of special and extraord inary resolution:–(1) A copy of every special and extraordinary
resolution shall, within fifteen days from the pa ssing thereof, be printed or typewritten and duly c ertified under the
signature of an officer of the company and filed wi th the Registrar who shall record the same.
(2) Where articles have been registered, a copy of every special resolution for the time being in force shall be embodied in or
annexed to every copy of the articles issued after the date of the resolution.
(3) Where articles have not been registered, a copy of every special resolution shall be forwarded in print to any member at
his requiest on payment of fifty taka or such less sum as the company may direct.
(4) If a company makes defalt in so filing with the registar copy of a special or extraordinary resolution it shall be liable to a
fine not exceeding one hundred taka for every day d uring which the default continues.
(5) If a company makes default in embodying in comp lying with the provisions of sub-section (2) or (3) it shall be liable to a
fine not exceeding fifty taka for each copy in resp ect of which default is made.
(6) Every officer of a company, who knowingly and w ilfully authorise or permits any default by the company in complying
with the requirement its of this section, shall be liable to the like penalty as is imposed by this se ction on the company for
that default.
89. Minutes of proceedings of general meeting and o f its directors–(1) Every company shall cause minutes of all
proceedings of general meeting and meetings of its directors to be entered in books kept for that purpose.
(2) Any such minute, if purporting to be signed by the chairman of the meeting at which the proceeding s were had. or by the
chairman of the next succeeding meeting shall be ev idence of the proceedings.
(3) Until the contrary is proved–
(a) A general meeting of the company or a meeting o f its directors, in respect of the proceedings of which minutes
have been made, shall be deemed to have been duly c alled and held: and
(b) the proceedings of such meeting shall be deemed to have been held as described in the minutes and the
appointments of directors or liquidators at such me eting shall be deemed to be valid:
(4) The books containing the minutes of proceedings of any general meeting of a company shall be kept at the registered
office of the company and shall during business hou rs a subject to such reasonable restrictions as the company may by its
article or in general meeting impose so that no les s than two hours in each day be allowed for inspect ion be open to the
inspection of any member without charge.
(5) Any member shall at any time after fourteen day s from the meeting, be entitled to be furnished within seven days after
he has made a request in that behalf to the company with a copy of any minutes referred to in subsection (4) at a change
not exceeding ten taka for every hundred words.
(6) If any inspection required under sub-section (4 ) is refused, on if any copy required under sub-section (5), is not furnished
within the time specified in sub-section (5), the c ompany and every officer of the company who is know ingly and wilfully in
default or who authorises or permits default shall be liable in respect of each offence to a fine not exceeding taka one
hundred and to a further fine not exceeding one hun dred taka for every day during which the default continues.
(7) In the case of any such refusal or default the Registrar may by order compel an immediate inspecti on of the books in
respect of all proceedings of general meeting or di rect that the copies required shall be sent to the person requiring them.
Directors
90. Directors obligatory – (1) Every public company and a private company whic h is a subsidiary of a public company shall
have at least three directors.
(2) Every private company other than a private comp any mentioned in sub-section (1) shall have at least two directors;

(3) Only a natural person may be appointed a director.
91. Appointment of directors: – (1) Notwithstanding anything contained in the artic les of a company–
(a) the subscribers of the memorandum shall be deem ed to be the directors of the company until the first director
are appointed.
(b) the directors of the company shall be elected b y the members from among their number in general me eting; and
(c) any casual vacancy occurring among the director s may be filled in by the other directors but the person the
appointed shall be a person qualified to be elected a director under clause (b) and shall be subject to retirement at
the same time as if he had become a director on the day on which the director in whose place he is appointed was
last appointed a director.
(2) Notwithstanding anything contained in the artic les of a company other than a private company not l ess than one third of
the whole number of directors shall be persons whos e period of office is liable to determination at any time by retirement of
directors rotation.
92. Restrictions on appointment or advertisement of director – (1) A person shall not be capable of being appointe d
director of a company by the articles and shall not be named as a director or proposed director of a c ompany in any
prospectus issued by or on behalf of the company or in relation to any intended company or in any statement in lieu of
prospectus filed by or on behalf of a company unles s before the registration of the articles or the publication of the
prospectus, or the filing of he statement in lieu o f prospectus, as the case may be, he has by himself or by his agent
authorised in writing –
(a) signed and filed with the Registrar a consent i n writing to act as such director; and
(b) in the case of companies having a share capital –
(i) signed the memorandum for a number of shares no t less than his qualification shares; or
(ii) taken from the company and paid or agreed to p ay for his qualification shares; or
(iii) signed and filed with the registrar a contrac t in writing to take form the company and pay for h is qualification
shares; or
(iv) made and filed with the Registrar any affidavi t to the effect that a numbert of shares not less t han his
qualifications share are registered in his name.
(2) On the application for registration of the memo randum and article, if any, of a company, the appli cant shall file with the
Registrar a list of the persons who have consented to be directors of the company, and, if this list contains the name of any
person who has not so consented, the applicant shal l be liable to fine not exceeding two thousand taka:
Provided that nothing in this section shall apply t o the appointment of the chief executive, by whatev er name called, of any
insurance company or a banking company as a directo r of that company if the article; thereof provides for such appointment.
93. Consent of candidate for directorship – (1) Every person, proposed as a candidate for the o ffice of a director shall
sign, and file with the company, his consent in wr iting to act as a director, if appointed.
(2) A person shall not act as a director of the com pany unless he has, within thirty days of his appoi ntment, signed and field
with the Registrar his consent in writing to act as such director.
94. Disqualifications of directors – (1) A person shall not be capable of being appointe d director of a company, if –
(a) he has been found to be of unsound mind by a co mpetent court and the finding is in force; or
(b) he is an undischarged insolvent; or
(c) he has applied to be adjudicated as an insolven t and his application is pending; or
(d) he has not paid any call in repect of shares of the company held by him, whether alone or jointly with others,
and six months have elapsed from the last day fixed for the payment of the call; or
(e) he is a minor.
(2) A company may in its articles provide additiona l grounds for disqualification of a director.
95. Notice of meetings:– Notice of every meeting of the Board of Directors o f a company shall be given in writing to every
director for the time being in Bangladesh and at hi s address in Bangladesh.
96. Meeting of Board:– In the case of every company a meeting of its Board of Directors shall be held at least once in
every three and at least four such meetings shall b e held in every year.
97. Qualification of Director:– (1) Without prejudice tot he restrictions imposed by section 92, it shall be the duty of
every director to hold qualification share to be sp ecified in the articles and, if he is not already qualified, he shall obtain his
qualification within sixty days after his appointme nt, or such shorter time as may be fixed by the art icles.
(2) If, after the expiration of the period mentione d in sub-section (1) any unqualified person acts as a director of the
company, he shall be liable to a fine not exceeding two hundred taka for every day between the expirat ion of the said period
and the last day on which it is proved that he acte d as a director (both days inclusive).
98. Validity of act of director:– The acts of a director shall be valid notwithstandi ng any defect that may afterwards be
discovered in his appointment of qualification:
Provided that nothing in this section shall be deem ed to give validity to act done by a director after the appointments of such
director has been shown to be invalid.

99. Ineligibility of brankrupt to act as director:–(1) If any person being an undischarged insolvent a cts as director or
managing agent or manager of any company, he shall be liable to imprisonment for a term not exceeding two years or to a
fine not exceeding five thousand taka or to both.
(2) In this section the expression “company” includ es a company incorportated outside Bangladesh which has an established
place of business within Bangladesh.
100. Probitition on assignment of office by directo r:– Any assignment of his office made after the commen cement of
this Act by any director shall void and shall be of no effect.
101. Appointment and terms and office of alternate directors– (1) The Board of Directors of a company may, if so
authorised by its articles or by a resolution passe d by the company in general meeting, appoint an alt ernate director, to act
for a director hereinafter in this section called t he original director during his absence for a conti nuous period of not less than
three months from Bangladesh.
(2) An alternate director appointed under sub-secti on (1) shall not hold office as such for a period longer than that
permissible to the original director in whose place he has been appointed and shall vacate the office, immediately after he
receives information that the original director has returned to Bangladesh.
(3) If the term of office of the original director is determined before he so returns to Bangladesh an y provision for automatic
reappointment of retiring directors in default of a nother appointment shall apply to the original and not to the alternate
director.
102. Avoidance of provisions relieving liability of directors:–Save as provided in this section, any provision, wh ether
contained in the articles of a company or in any co ntract with a company or otherwise, hereafter in th is section referred to as
the said provision, for exempting any director, man ager or officer of the company or any person, wheth er an officer of the
company or not, employed by the company as auditor from, or for indemnifying him against, any liability which by virtue of
any rule of law would otherwise attach to him in re spect of any negligence, default, breach of duty or breach of trust of which
he may be guilty in relation to the company shall b e void;
Provided that–
(a) nothing in this section shall operate to depriv e any person of any exemption or right to be indemn ified in respect of
anything done or omitted to be done by him while th e said provision was in force before the commenceme nt of this Act; and
(b) a company may, in pursuance of the said provisi on indemnify any such director, manager, officer or auditor against any
liability incurred by him in defending any proceedi ngs, whether civil or criminal, in which judgement is given in his favour or
in which he is acquitted or in connection with any application under section 3 of this Act in which relief is granted to him by
the Court.
103. Loan of Director– (1) No company, hereinafter in this section referre d top as the lending company, shall make any
loan or give any guarantee or provide any security in connection with a loan made by a third party to–
(a) any director of the lending company
(b) any firm in which any director of the lending c ompany is a partner;
(c) any private company of which any director of th e lending company is a director or member; or
(d) any public company, the managing agent manager or director where of is accustomed to act in accordance with
the directions or instruction of any director of th e lending company:
Provided that nothing in this section shall apply t o the making of a loan or giving of any guarantee o r providing any
security by a lending company. if–
(i) such company is a banking company or a private company not being a subsidiary of a public company, or if such
company as a holding company makes the loan or give s the guarantee or provide the security to its subsidiary; and
(ii) the loan is sanctioned by the Board of Directo rs of any company and approved by the general meeti ng and, in
the balance sheet, there is a specific mention of t he loan, guarantee or security, as the case may be:
Provided further that, in no case the total amount of the loan shall exceed 50% of the paid up value o f the shares held by
such director in his own name
(2) In the event of any contravention of sub-sectio n (1) every person who is a party to such contraven tion including in
particular any person to whom a loan is made or on whose behalf a guarantee is given to or security provided shall be
punishable with the fine which extend to five thous and taka or simple imprisonment for six months in l ieu of fine and shall be
liable jointly and severally to the lending company for the repayment of such loan or for making good any sum which the
lending company may be called up to pay under the g uarantee given or security provided by the lending company.
(3) this section shall apply to any transaction rep resented by a book debt which was from its inceptio n in the nature of a loan
or an advance.
104. Director not to hold office of profit– No director or firm of which such director is a par tner of private company of
which such director is a Director shall, without th e consent of the company in general meeting, hold a ny office of profit under
the company except that of a managing director or m anager or a legal or technical adviser or a banker.
Explanation:– For the purpose of this section, the office of mana ging agent shall not be deemed to be an office of p rofit
under the company.
105. Sanction of Directors necessary for certain co ntracts–Except with the consent of the directors, a directo r of the
company, or the firm of which he is a partner or an y partner of such firm or the private company of wh ich he is a member or
director, shall not erter into any contract for the sale, purchase or supply of goods and materials wi th the company.

106. Removal of directors–(1) The company may be extraordinary resolution rem ove any share-holder director before the
expiration of his period of office and may by ordin ary resolution appoint another person in his stead and the person so
appointed shall be subject to retirement at the sam e time as if he had become a director on the day on which the director in
whose place he is appointed was last elected direct or.
(2) A director so removed shall not be re-appointed a director by the Board of Directors.
107. Restrictions on power of directors– The directors of a company or of a subsidiary compa ny of a public company
shall not, except with the consent of the company c oncerned in general meeting–
(a) sell or dispose of the undertaking of the compa ny; and
(b) remit any debt due by a director.
108. Vacation of office of director– (1) The office of a director shall be vacant, if–
(a) he fails to obtain within the time specified in section 97 (1) or at any time thereafter ceases to hold, the
qualifications–hares, if any, necessary for his ap pointment; or
(b) he is found to be of unsound mind by a competen t court; or
(c) he is adjudged an insolvent; or
(d) he fails to pay calls made on him in respect o f shares held by him within six months from the dat e of such calls
being made; or
(e)he or any firm of which he is a partner or any p rivate company of which he is a director, without the sanction of
the company in general meeting accepts or holds any office of profit under the company other than that of a
managing director or manager or a legal or technica l adviser or a banker; or
(f) he absents himself from three consecutive meeti ng of the directors or from all meetings of the directors for a
continuous period of three months, whichever is the longer, without leave of absent from the Board of Directors; or
(g) he or any firm of which he is a partner or any private company of which he is a director accepts a loan or
guarantee from the company in contravention of sect ion 103; or
(h) he acts in contravention of section 105.
(2) A company may provide by its articles that the office of director shall be vacated on grounds additional to those specified
in sub-section (1).
109. Restriction on Managing Director— (1) No public company and no private company which is a subsidiary of public
company shall, after the commencement of this Act, appoint any person as managing director, if he is a managing director or
manager of an other company.
Provided the no appointment under this section shal l be made without the consent of the company in a g eneral meeting.
(2) Notwithstanding anything contained in sub-sec tion (1) the government may, by order, permit any p erson to be
appointed as a managing director of more than two c ompanies if the government is satisfied that it is necessary that the
companies should, for their proper working, functio n as a single unit and have a common managing direc tor.
110. Managing director not to be appointed for more than five years at a time.–(1) No company shall, after the
commencement of this Act, appoint or employ any ind ividual as its managing director for a term exceeding five years at a
time.
(2) Any individual holding, at the commencement of this Act, the office of the managing director in a company shall, unless
his term expires earlier, be deemed to have vacated his office immediately on the expiry of five years from the
commencement of this Act.
(3) Nothing contained in sub-section (1) shall be d eemed to prohibit the re-employment or the extensio n of the term of office
of any person as managing director for a further pe riod not exceeding five years on each occasion.
Provided that no such re-appointment, re-employment or extension of term of office shall be made without the consent of the
company in general meeting.
Compensation for Loss of Office
111. Compensation for loss of office not permissibl e to managing or whole time directors or directors who are
managers.– (1) Payment may be made by a company, except in the cases specified in sub-section (3) and subject to the
limit specified in sub-section (4), to a managing d irector, or a director holding the office of manager or in the whole time
employment of the company, by way of compensation f or loss of office or as consideration for retirement from office, or in
connection with such loss or retirement.
(2) No payment mentioned in sub-section (1) shall b e made by the company to any other director.
(3) No payment shall be made to a managing or other director in pursuance of sub-section (1) in the following cases
namely:–
(a) where the director resigns his office in vi ew of the reconstruction of the company, or of its amalgamation with
any other body corporate or bodies corporate, and i s appointed as the managing director, managing age nt,
manager or other officer of the reconstructed compa ny or of the body corporate resulting from the amalgamation;
(b) where the director regigns his office otherwise than on the reconstruction of the company or its a malgamation as
aforesaid.
(c) where the office of the director is vacated by virtue of any provision of this;

(d) where the company is being wound up, whether by or subject to the supervision of the Court or voluntarily.,
Provided the winding up was due to the negligence o r default of the director;
(e) where the director has been guilty of fraud or breach of trust in relation to, or of gross negligence in, or gross
mismanagement of, the conduct of the affairs of the company or any subsidiary or holding company there of;
(f) where the director has instigated, or has taken part directly or indirectly in bringing about, the termination of his
office.
(4) Any payment made to a managing or other directo r in pursuance of sub-section (1) shall not exceed the remuneration
which he would have earned if he had been in office for the unexpired residue of his term or for three years, whichever is
shorter, and such remuneration shall be calculate o n the basis of–
(a) the average remuneration received by him during the period of three years immediately preceding the date on
which he acased to holdthat office; and
(b) where he held that office for a period of less than three years, the overage remuneration received by him during
the period for which he held the office:
Provided that no such payment shall be made to the director in the event of the commencement of the winding up of the
company, whether before, or at any time within twel ve months after, the date on which he ceused to hold office, if the assets
of the company on the winding up after deducting th e expenses thereof, are not sufficient to repay to the share holders the
share capital including the premiums, if any, contr ibuted by them.
(5) Nothing in this section shall be deemed to proh ibit the payment to a managing director, or a director holding the office of
manager, of any remuneration for service rendered b y him to the company in any other capacity.
112. Payment to director, etc. for loss of office, etc. in connection with transfer of undertaking or property.–(1)
No Director of a company shall, in connection with the transfer of the whole or any part of any undertaking or property of the
company, receive any payment, by way of compensat ion for loss of office, or as consideration for retirement from office, or
in connection with such loss or retirement from the transferee of such undertaking or property or from any other person,
unless particulars with respect to the payment prop osed to be made by such transferee or person, inclu ding the amount
thereof, have been disclosed to the members of the company and the proposal has been approve by the co mpany in general
meeting.
(2)Where a director of a company receives payment o f any amount in contravention of sub-section (1), the amount shall be
deemed to have been received by him in trust for th e company.
(3) Sub-sections (1) and (2) shall not affect in an y manner the operation of section 111.
113. Payment to director for loss of office etc. in connection with transfer of shares.–(1) Where in connection with
the transfer to any persons of all or any of the sh ares in a company, being a transfer resulting from- –
(i) an offer made to the general body of shareholde rs:
(ii) an offer by or on behalf of some other body co rporate with a view to the company becoming a subsi diary of such
body corporate or a subsidiary of its holding compa ny;
(iii) an offer made by or on behalf of an individua l with a view to his obtaining the right to exercise, or control the
exercise, of not less than one-third of the total v oting power at any general meeting of the company; or
(iv) any other offer which is conditional on accept ance to a given extent; and as a result of such tra nsfer a director
of the company losses his office or retires therefr om he shall not receive any payment by way of compe nsation for
loss of office, or as consideration for retirement from office or in connection with such loss of reti rement from the
company of the transferee or from any other person.
Provided that on fulfilment of the requirements of the other provisions of this section, such director may receive such
payment from the said transferee or other person.
(2) In the case referred to the proviso to sub-sect ion (1) it shall be the duty of the director concerned to take all reasonable
steps to secure that particulars with respect tot h e payment proposed to be made by the transferee or other person including
the amount thereof are included in or sent with the notice required to sent under section 112(2) to shareholders.
(3) If –
(a) any such director fails to take reasonable step in pursuance of sub section (2); or
(b) any person who has been properly required by an y such director to include the particulars referred to in sub-
section (2), in such notice or to send them with su ch notice.
he shall be punishable with fine which may extend t o five hundred taka.
(4) For the purpose of approving any payment referr ed to in the proviso to sub-section (1), the company shall call a meeting
of the shareholders who were such holders on the da te of the offer referred to that sub-section and also of the holders of the
shares of the same class, in this meeting the perso n making the said offer or his nominee, and if the offerer is a company the
nominee of such company or of any of its subsidiary shall not be called; and if the payment is approved in the meeting the
director shall be entitled to receive it.
(5) If, at a meeting called for the purpose of appr oving any payment as required by sub-section (4), a quorum is not present
and, after the meeting has been adjourned to a late r date, a quorum is again not present, the payment shall, for the purpose
of that sub-section, be deemed to have been approve d.
(6) If – (a) the concerned director fails to comply with the requirements of subsection (2); or

(b) the said director receives the payment referred to in the proviso to sub-section (1). before it is approved under
sub-section (4).
the payment shall be deemed to have been received b y him in trust for any persons who have sold their shares as a result of
the aforesaid offer, and the expenses incurred by h im in distributing that sum amongst those persons s hall be borne by him.
114. Provisions supplementary to section 111, 112 a nd 113.–(1) Where in proceedings for the recovery of any
payment as having, by virtue of sub-section (2) of section 112 or sub-section (4) of section 113 been received by any person
in trust, it is proved that–
(a) the payment was made in pursuance of any arrang ement entered into as part of the agreement for the transfer
in question. or within one year before, or within t wo years after, that agreement or the offer leading thereto; and
(b) the company or any person to whom the transfer was made privy to that arrangement. The payment sh all be
deemed, except on so far as the contrary is shown, to be on one to which that provision applies.
(2) If, in connection with any such transfer as is mentioned in section 112 or in section 113–
(a) the price to be paid to a director of the compa ny whose office is to be abolished or who is to retire from office,
for any shares in the company held by him is in ex cess of the price which could, at the time, have been obtained by
other holders of the like shares; or
(b) any valuable consideration is given to any such director.
the excess or the money value of the consideration, as the case may be shall, for the purposes of that section, be deemed to
have been a payment. made to him by way of compensa tion for loss of office, or as consideration for retirement from office,
or in connection with such loss or retirement.
(3) References in sections 111, 112 and 113 to paym ents made to any director of a company by way of compensation for
loss of office, or as consideration for retirement from office, or in connection with such loss or re tirement do not include any
bonafide payment by way of damages for breach of co ntract or by way of pension in respect of past services, and for the
purposes of this sub-section, the expression “pensi on” includes any superannuation allowance, supera nnuation gratuity or
similar payment.
(4) Nothing in section 112 and 113 shall be taken to prejudice the operation of any rule of law requiring disclosure to be
made with respect to any such payments as are there in mentioned or with respect to any other like payments made or to be
made to the directors of a company.
115. Register of directors, managers and managing a gents–(1) Every company shall keep at its registered offi ce a
register of its directors, manager and managing ag ents containing with respect to each of them the fo llowing particulars,
that is to say–
(a) in the case of an individual, his present name in full, any former name or surname in full, his usual residential
address, his nationality and, if that nationality i s not the nationality of origin, his nationality of origin and his
business, occupation, if any, and if he holds any o ther directorship or directorships the particulars of such
directorship or directorships;
(b) in the case of a body corporate its corporate n ame and registered or principal office, and the full name address
and nationality of each of its directors; and
(c) in the case of a firm, the full name, address a nd nationality of each partner, and the date on whi ch each became
a partner.
(2) The company shall within the periods specified below send to the Registrar a return in the prescribed form containing the
particulars specified in the said register and a no tification in the prescribed form of any change amo ng its directors,
managers or managing agents or in any of the partic ulars contained in the register–
(a) in the case of the particulars specified in sub -section (1), within a period of fourteen days from the appointment
of the first directors of the company;
(b) in the case of any change in such particulars, within a period of fourteen days from the day chang e takes place.
(3) The register to be kept under this section shal l, during business hours and subject to such reason able restriction, as the
company may by its articles or in general meeting i mpose so that not less than two hours in each day b e allowed for
inspection, be open to the inspection of any member of the company without charge and of any person on payment of ten
taka or such less sum as the company may impose for each inspection.
(4) If any inspection required under this section i s refused or if default is made in complying with s ub-section (1) or (2) of
this section, the company and every officer of the company who is knowingly and wilfully in default sh all be liable to a fine of
five hundred taka.
(5) In the case of any such refusal, the Court, on application made by the person to whom inspection h as been refused and
upon notice to the company, may, by order, direct a n immediate inspection of the register.
MANAGING AGENT
116. Duration of appointment of managing agent.– (1) No managing agent shall, after, the commencement of this Act,
be appointed to hold office for a term of more than ten years at a time and no managing agent shall ho ld office for more than
twenty years.
(2). Notwithstanding anything to the contrary conta ined in the articles of a company or in any agreeme nt with the company,
a managing agent of a company appointed before the commencement of this Act shall not continue to hold office after the
expiry of ten years from such commencement unless t han reappointed thereto.

(3) A managing agent whose office is terminated by virtue of the provisions of sub-section (2) shall, upon such termination,
be entitled to a charge upon the assets of the comp any by way of indemnity for all liabilities or obligations property incurred
by the managing agent on behalf of the company subj ect to existing charges and encumbrances, if any.
(4) The termination of the office of a managing age nt by virtue of the provisions of sub-section (2) shall not take effect until
all moneys payable to the managing agent for loans made to or remuneration due up to date of such term ination from
company are paid.
(5) Nothing in this section shall apply to a privat e company which is not the subsidiary company of a public company.
117. Conditions applicable to managing agents.– Notwithstanding anything to the contrary contained in the articles of
the company or in any agreement with the company.
(a) a company may, by resolution passed at a genera l meeting of which notice has been given to the managing agent in the
same managers as to members of the company, remove a managing agent if he is convicted of an offence in relation to the
affairs of the company and the offence is non-baila ble within the meaning of the provisions of the code of Criminal Procedure,
1898 (Act V of 1898):
Provided that where the managing agent is a firm or company and offence committed by a member of such firm or a director
or an officer holding a general power of attorney from such company shall be deemed to be an offence committed by such
firm or company:
Provided further that a managing agent shall not be liable to be removed under the provisions thereof if the offending
member, director or officer as aforesaid is expelle d or dismissed by the managing agent within thirty days from the date of
his conviction or if his conviction is set aside, o n appea;
(b) the office of a Managing agent shall be deemed to be vacant if he is adjudged insolvent;
(c) a transfer of his office by a managing agent is a firm, a change in the partners thereof shall not be deemed to operate as
a transfer of the office of managing agent, so long as one of the original partners shall continue to be a partner of the
managing agent’s firm;
(d) a charge or assignment of his remuneration of a ny part thereof effected by a managing agent shall be void as against the
company:
(e) if a company is wounded up either by the Court or voluntarily, any contract of management made wit h a managing agent
shall be thereupon determined without prejudice, ho wever, to the right of the managing agent to recove r any moneys
recoverable by the managing agent from the company:
Provided that where the Court finds that the windin g up is due to the negligence or default of the managing agent himself,
the managing agent shall not be entitled to receive any compensation for the premature termination of his contract of
management; and
(f) the appointment of a managing agent, the remova l of managing agent and variation of a managing agent’s contract of
management shall not be valied unless approved by t he company by a resolution at a general meeting of the company
notwithstanding anything to the contrary in section 104:
Provided that nothing contained shall apply to the appointment of a company’s firs agent made prior t o the issue of the
prospectus or statement in lieu of prospectus where the terms of the appointment of such managing agen t are set forth
therein.
118. Investigation of managing agents, etc.– (1) If the Government has reason to believe that the managing agent of a
public company–
(a) has, in connection with the conduct or manageme nt of the affairs of the company, been guilty of fraud, misfeasance or
breach of trust: or
(b) has been conduction the affairs of the company for a fraudulent or unlawful purpose; or
(c) has so conducted or managed the affairs of the company as to deprive the shareholders thereof of a reasonable return
on their investment;
the Government may, after giving the managing agent an opportunity of being heard, appoint and investigator to enquire
into the affairs of the company and to report on th e conduct of the managing agent in such manner and within such period as
the Government may direct.
Explanation .– -The shareholders of a company shall be deemed to h ave been deprived of a reasonable return on their
investment if, having regard to enterprises similar ly placed for a continuous period of three years.
(2) The investigator appointed under sub-section (1 )–
(a) may, at any time, for the purpose of making any enquiry which he considers necessary, enter the premises of the
company or the office of the managing agent and may call for and inspect the books of accounts or documents in the
possession of the company or managing agent and may seal or take into custody any books of accounts or documents for so
long as may be necessary;
(b) shall have the same powers as are vested in a C ourt when trying a suit under the Code of Civil Procedure, 1908 (Act V
of 1908), in respect of the following matters, name ly:–
(i) summoning and enforcing the attendance of any d irector or officer of the company or of the managing agent and
examining him on oath or affirmation;
(ii) compelling the production of any books of acc ounts or documents; and
(iii) issuing commissions for the examination of wi tnesses;

(3) Any proceeding before the investigator shall be deemed to be a judicial proceeding within the mean ing of sections 193
and 228 or the Penal Code (Act XLV of 1860).
(4) If the Government after considering the report submitted under subsection (1), is of opinion that it is necessary to do so
in the interest of the efficient management of the affairs of the company, the Government may, without prejudice to any
other action that may be taken under this Act or an y other law, by order in writing–
(a) modify the terms of the managing agent’s agreem ent of management with the company.
(b) require the managing agent to carry out such ch anges in the management or accounting procedures, w ithin such
time, as may be specified in the order; or
(c) remove from office the managing agent or the di rector of the company nominated by the managing age nt, or
both the managing agent or the director so nominate d:
Provided that before taking any action under this s ub-section, the managing agent shall be given an op portunity of
presenting his case as to the proposed action.
(5) A managing agent or director removed from offic e under sub-section (4), shall not be entitled to or be paid any
compensation or damages for loss or termination of office.
(6) A managing agent of a company who is removed fr om office under sub-section (4) shall not be appointed to such office of
that company until after the expiration of a period of five years from the date of such removal.
(7) Where the managing agent removed from office un der sub-section (4) is firm or a company, no partner of such firm and
no director or officer holding a general power of a ttorney from such company shall hold the office of a director or any other
office connected with the conduct or management or the affairs of the company of which it was managing agent, until after
the expiration of a period of five years from the d ate of such removal.
(8) Where the managing agent of a company is remove d from office under sub-section (4), the Government may by order in
writing, appoint an Administrator, hereinafter refe rred to as the Administrator, to manage the affairs of the company subject
to such terms and conditions as many be specified i n the order.
(9) The Administrator shall receive such remunera tion as the Government may determine.
(10) The management of the affairs of the company s hall, on and from the date of appointment of the Administrator, vest in
him.
(11) Where it appears to the Administrator that any purchase, sales or agency contract has been cente red into, or any
employment given to benefit the managing agent or h is nominees and to the detriment of the interest of general
shareholders, the Administrator may, with the previ ous approval writing of the Government, terminate s uch contract or
employment.
(12) No person shall be entitled to or be paid any compensation or damages for the termination of any contract or
employment under sub-section(11).
(13) If at any time it appears to the Government th at the purpose of the order appointing the Administrator has been
fulfilled, it may permit the company to appoint ano ther person to the office of managing agent, and on the appointment of
new managing agent, the Administrator shall cease t o hold office.
(14) Save as provided in sub-section (15), no suit, prosecution or other legal proceeding shall lie against the Administrator
personally for anything which is in good faith done or intended to be done by him in pursuance of this section or of any rules
made thereunder, and anything so done shall be deem ed to have been done by the company.
(15) Any person aggrieved by any order of the Gover nment under sub-section (4) or of the Administrator under sub-section
(11) may, within sixty days from the date of the or der, appeal against such order to the High Court Di vision.
(16) If any person fails, without reasonable cause, to furnish any books of accounts or documents call ed for under clause (a)
of sub-section (2) or to comply with any order unde r clause (a) of clause (b) sub-section (4) or contravenes the provisions of
sub-section (6) or sub-section (7) the Government m ay, by order in writing, direct that such person shall pay by way of
penalty a sum which may extend to ten thousand taka , and in the case of continuing failure or contraception, a further sum
which may extend to one thousand taka for every day after the first day during which the failure or contraception
continues.
(17) The Government may, by notification in the off icial Gazette, direct that any power conferred upon it by this section shall,
subject to such conditions, if any, as may be speci fied in the direction, be exercisable also by such person or authority as
may be so specified.
(18) The Government may, by notification in the off icial Gazette, make rules to carry out the purpose of this section.
(19) The provisions of this section shall have effe ct notwithstanding anything contained in any other provision of this Act or
any other law, contract, or the memorandum or artic les of a company.
119. Remuneration of managing agent.– (1) Where a company appoints a managing agent, it s hall, in the documents of
appointment specify the following—
(a) the remuneration of the managing agent which sh all be a sum based on fixed percentage of the net annual
profits of the company; and
(b) a minimum payment, in the case of absence or in adequacy of profits, together with office allowance.
(2) Any stipulation for remuneration additional to, or in any form other than, the remuneration specif ied in sub-section (1)
shall not be binding on the company unless sanction ed by a special resolution of the company.

(3) For the purpose of this section net profits’ means the profits of the company calculated after allowing for all the usual
working charges, interest on loans and advances, re pairs and outgoing, depreciation, bounties, depreciation, bounties or
subsidies received from Government or from a public statutory body profits by way of premium of the whole or part of the
undertaking of the company, but without any deducti on in respect of income-tax or super-tax, or any other tax or duty on
income or for expenditure by way of intersection de bentures or otherwise on capital account or on account of any sum which
may be set aside in each year to of the profits for reserve of any other special fund.
(4) This section shall not apply to a private compa ny except a private company which is the subsidary company of a public
company or to any company whose principal business is the business of insurance.
120. Loans to managing agents.– (1) No company shall make to managing agent of the company or to any partner of the
firm if the managing agent is a firm or to any memb er of director of the private company if the managing agent is a private
company any loan out of moneys of the company or gu arantee any loan made to a managing agent.
(2) Nothing contained in this section shall apply t o any credit held by a managing agent in current ac count by the company
with the managing agent for the purpose of the busi ness of the company:
Provided that the Board of Directors may specify th e limit of such credit.
(3) In the event of any contraception of sub-sectio n (1) any director of the company who is a party to the making of the loan
or giving of the guarantee shall be punishable with fine which may extend to five thousand taka and, i f default is made in
repayment of the loan or discharging the guarantee, shall be liable jointly and severally for the amount unpaid.
(4) Nothing in this section shall apply to a privat e company except a private company which is the sub sidiary of a public
company.
(5) Except with the consent of three-fourths of the directors present and entitled to vote on the resolution, a managing agent
of the company, or the firm of which he is a partne r, or any partner of such firm or, if the managing agent is a private
company a member or director thereof, shall not ent er into any contract for the sale, purchase or supply for goods and
materials with the company.
121. Loans to or by companies under the same manage ment.–(1) No company incorporated under this Act which is
under the management of a managing agent shall make any loan to or guarantee any loan made the any company under
management of the same managing agent:
Provided that nothing herein contained shall apply to loans made or guarantees given by a company to o r on behalf of a
company under its own management or loans made by o r to a company to or by a subsidiary thereof or to guarantees given
by a company on behalf of a subsidiary thereof.
(2) In the event of any contraception of the provis ions of this section, any director or officer of the company making the loan
or giving the guarantee, who is knowingly and wilfu lly in default, shall be liable to a fine not exceeding five thousand taka
and shall jointly and severally be liable for any l oss incurred by the company in respect such of loan or guarantee.
122. Purchase by company of shares of company under same managing agent.– A company other than an
investment company, that is to say, a company whose principal business the acquisition and holding of shares, stocks,
debentures or other securities, shall not purchase shares or debentures of any company under managemen t by the same
managing agent, unless the purchase as been previou sly approved by unanimous decision of the Board of Directors of the
purchasing company.
123. Restriction on managing agent’s powers of mana gement.– A managing agent shall not exercise, in respect of
any company of which he is a managing agent, a powe r to issue debentures or, except with the authority of the directors and
within the limits fixed by them, a power to invest the funds of the company and any delegation of any such powers by a
company to a managing agent shall be void.
124. Managing agent not to engage in business compe ting with the business of managed company. — A managing
agent shall not on his own account an engage in any business which is of the same nature as and directly competes with the
business carried on by a company under his manageme nt or by a subsidiary company of such company.
125. Limit on number of director appointed by manag ing agent.— Notwithstanding anything contained in the article s
of a company other than a private company, the dire ctors appointed by the managing agent shall not exceed in number one-
third of the whole number of directors.
CONTRACTS
126. Validity of written and unwritten contracts.– (1) Contracts on behalf of a company may be made as follows, that is
to say–
(i) any written contract which, if made between ind ividual, would be by law required to be in writing, signed by the parties to
be charged therewith, may be made on behalf of the company in writing signed by any person acting under its authority,
express or implied, and may in the same manner be v aried or discharged; and
(2) All contract made according to this section sha ll be effectual in law and shall bind the company and its successors and all
other parties thereto, their heirs, of legal repres entatives, as the case may be.
127. Bills of exchange and promissory note.– A bill of exchange, hundi or promissory note shall be deemed to have been
made, drawn, accepted or endorsed on behalf of a co mpany if made, drawn, accepted or endorsed in the n ame of, or on
behalf or on account of, the company by any person acting under its authority express or implied.
128. Execution of deeds.– A company may, by writing under its common seal emp ower any person, either generally or in
respect of any specified matters, as its attorney t o execute deeds on its behalf in any place, either in or outside Bangladesh;
and every deed signed by such attorney, on behalf o f the company and under his seal, where sealing is required, shall bind
the company and have the same effect as if it were under its common seal.

129. Power of company to have official seal for use abroad.–(1) A company whose objects require or comprise the
transaction of business beyond the limits of Bangla desh may, if authorised buy its articles, have for use in any territory,
district or place not situated in Bangladesh, an of ficial seal which shall be a facsimile of the commo n seal of the company with
the addition on its face of the name of every terri tory, district of place where it is to be used.
(2) A company having such an official seal may, by writing under its common seal, authorise any person appointed for the
purpose in any territory, district or place not sit uated in Bangladesh to affix the same to any deed o r other document to
which the company is party in that territory, distr ict or place and such person shall be the agent for purpose of using the said
seal.
(3) The authority of any such agent shall, as betwe en the company and any person dealing with the agen t, continue during
the period, if any, mentioned in the instrument con ferring the authority, or if no period is there mentioned, then until notice
of the revocation or determination of the agent’s a uthority has been given to the person dealing with him.
(4) The person affixing any such official seal shal l, by writing under his hand, on the deed or other document to which the
seal is affixed, certify the date and also the terr itory, district or place or affixing the same.
(5) A deed or other document to which an official s eal is duly affixed shall bind the company as if it had been sealed with the
common seal of the company.
130. Disclosure of interest by director in respect of contract etc.– (1) Every director who is directly or indirectly
concerned or interested in any contract or arrangem ent entered into by or on behalf of the company shall disclose the nature
of his interest at the meeting of the directors at which the contract or arrangement is determined on, of his interest then
exists, or, in any other case, at the first meeting of the directors after the acquisition of his interest or the making of the
contract or arrangement:
Provided that general notice that a director is a d irector or a member of any specified company or of any specified firm, and
is to be regarded as interested in any subsequent t ransaction with such firm or company, shall as regards any such
transaction be sufficient disclosure within the mea ning of there is sub-section and after such general notice, it shall not be
necessary to give any special notice relating to an y particular transaction with such firm or company.
(2) Every director who contravenes the provisions o f sub-section (1) shall be liable to a fine not exceeding five thousand
taka.
(3) A register shall be kept by the company in whic h shall be entered particulars of all contracts or arrangements to which
sub-section (1) applies, and which shall be open to inspection by any member of the company at the reg istered office off the
company during business hours.
(4) Eery officer of the company who knowingly and w illfully acts in contravention of the provisions of sub-section (2) shall be
liable to a fine not exceeding one thousand taka.
131. Prohibition of voting by interested director.- -(1) No director shall, as a director, vote on any c ontract or
arrangement in which he is either directly or indir ectly concerned or interested, nor shall his presen ce count for the purpose
of forming a quorum at the time of any such vote, a nd if he does so vote, his vote shall not be counted:
Provided that the directors or them may vote on any contract of indemnity against any loss which they or any one or more of
them may suffer by reason of becoming or being sure ties or surety for the company.
(2) Every director who contravences the provision o f sub-section (1) shall be liable to a fine not exceeding five thousand
taka.
(3) This section shall not apply to a private compa ny:
Provided that where a private company is subsidiary company of a public company, this section shall apply to all contracts or
arrangements made on behalf of the subsidiary compa ny with any person other than the holding company.
132. Disclosure to members in case or contract appo inting a manager.–(1) Where a company enters into a contract
for the appointment of a manager or managing agent or the company in which contract any director of the company is
directly of indirectly concerned or interested, or varies any such existing contract, the company shal l, within twenty-one days
from the date or entering into the contract or the verying of the contract, send an abstract of the terms of such contract or
variation, as the case may be together with a memor andum clearly indicating the nature of the interest of the director in
such contract, or in such variation, to every membe r; and the contract shall be open to inspection of any member at the
registered office of the company.
(2) If a company makes default in complying with th e requirements of sub-section (1), it shall be liable to a fine not
exceeding five thousand taka; and every officer of the company, who is knowingly and willfully in defa ult, shall be liable to
the like penalty.
133. Contracts by agents of company in which compan y is undisclosed principal.—(1) Every manger or other agent
of a company other than a private company, not bein g the subsidiary company of a public company, who c enters into a
contract for or on behalf of the company in which c ontract the company is an undisclosed principal shall, at the time of
entering into the contract, make, a memorandum in w riting of the contract, and specify therein the person with whom it has
been made.
(2) Every such manager or other agent shall forthwi th deliver the memorandum aforesaid to the register ed office of company
and send copies to the directors, and such memorand um shall be filed in the office of the company and laid before the
directors at the next directors meeting.
(3) If any such manager or other agent makes defaul t in complying with the requirements of this section–
(a) the contract shall, at the option of the compan y, be void as against the company; and
(b) such manager or other agent shall be liable to a fine not exceeding five hundred taka.

Prospectus
134. Dating of prospectus.— A prospectus issued by or on behalf of a company or in relation to an intended company shall
be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus.
135. Matters to be stated and reports to be set out in prospectus.–(1) Every prospectus issued by or on behalf of a
company, or by on behalf of any person who is or ha s been engaged or interested in the formation of a company shall state
the matters and set out the reports specified in pa rts I and II respectively of schedule III; and the said Parts I and II shall
have effect subject to the provisions contained in Part III of the said Schedule.
(2) Where an applicant for shares or debentures of a company it required to accept a condition which h as the effect of
waiving the compliance with any of the requirements of this section, or which purports to effect him with notice of any
contract document of matter not specifically refer red to in the prospectus, such condition shall be void.
(3) No person shall issue any form of application f or shares in or debentures of a company, unless the form is accompanied
by a prospectus which complies with the requirement s of this section:
Provided that this sub-section shall not apply if i t is shown that the form of application was issued either–
(a) in connection with a bonafide invitation to a p erson to enter into an underwriting agreement with respect to the
shares or debentures; or
(b) in relation to shares or debentures which were not offered to the public.
(4) If any person acts in contravention of the prov ision of sub-section (3) he shall be punishable with fine which may extend
to five thousand taka.
(5) A director or other person responsible for the prospectus shall not incur any libaility by reason of any non compliance
with, or contravention of, any of the requirements of this section if–
(a) as regards any matter not disclosed, he proves that he had no knowledge thereof; or
(b) he proves that the non-compliance or contravent ion arose form an honest mistake of the fact on his part; or
(c) the non-compliance or contravention in respect or matters which in the opinion of the court dealing with the
case, were inmaterial or was otherwise such as ough t, in the opinion of that court, having regard to all the
circumstances of the case, reasonably to be excused :
Provided that no director or other person shall inc ur any liability in respect of the failure to include in a prospectus a
statement with respect to the matters specified in clause 18 of Part I of Schedule III, unless it is proved that he had
knowledge of the matters not disclosed.
(6) This section section not apply–
(a) to the issue to existing members or debentures holders of a company of a prospectus or form of app lication
relating to shares in or debentures of the company, whether an applicant for shares or beberture will or will not have
the right to renounce in favour of other persons :
(b) to the issue of a prospectus or form of applica tion relating to shares or debentures which are, or are to be, in all
respects uniform with shares or debentures previous ly issued and for the time being dealt in of quoted on a
recognised stock exchange;
but subject as aforesaid, this section shall apply to a prospectus or a form of application, whether i ssued on or with reference
to the formation of a company or subsequently.
(7) Nothing in this section shall limit or diminish any liability which any person may incur under any other law or under this
Act apart from this section.
136. Expert to be unconnected with formation or man agement or company.– A prospectus inviting persons to
subscribe for shares in or debentures of a company shall not include a statement purporting to be made by and expert,
unless the expert is a person who is not, and has n ot been, engaged or interested in the formation or promotion or
management of the company.
137 Expert’s consent to issue of prospectus contain ing statement by him.–A prospectus inviting persons to subscribe
for shares in or debentures of a company and includ ing a statement purporting to be made by and expert may be issued, if—
(a) he has given his written consent to the issue t hereof , with the statement included in the form an d context in
which it is included, and has not withdrawn such co nsent before the delivery of a copy of the prospectus for
registration; and
(b) another statement that he has given and has no t withdrawn his consent as aforesaid appear’s in the prospectus.
138. Registration of prospectus.— (1) No prospectus shall be issued by or on behalf o f a company or in relation to an
intended company unless, on or before the date of i ts publication, there has been delivered to the Registrar for registration a
copy thereof signed by every person who is named th ere in as a director or proposed director of the company, or by his
agent authorised in writing.
(2) The copy of the prospectus delivered to the Reg istrar for registration under sub-section (1) shall have endorsed thereon
or attached thereto–
(a) any consent of the issue of the prospectus requ ired by section 137 from any person as an expert; a nd
(b) in the case of a prospectus issued generally, a lso–

(i) a copy of every contract specified in clause 16 of part of a Schedule III or in the case of a contract not reduced
into writing a memorandum giving full particulars t hereof; and
(ii) where the persons making any report required b y Part II of that Schedule Have made therein, or have, without
giving the reasons, indicated therein, any such ad justments as are mentioned in clause persons settin g out the
adjustments and giving the reasons therefor.
(3) Every prospectus to which sub-section (1) appli es shall, on the face of it–
(a) state that a copy has been delivered for regist ration as required by this section;
(b) specify any document required by this section t o be endorsed on or attached to the copy so deliver ed; and
(c) a list of statements included in the prospectus .
(4) The Registrar shall not register a prospectus unless the requirements of section 134, 135, 136 an d 137 and sub-section
(1), (2) and (3) of this section have been complied with and the prospectus is accompanied by the cons ent in writing of the
person, if any , named therein as the auditor, lega l adviser, attorney, solicitor, banker or broker of the company or intended
company, to act in that capacity.
(5) No Prospectus shall be issued more than ninety days after the date on which a copy there of is delivered for registration,
and if a prospectus is so issued, it shall be deeme d to be a prospectus a copy of which has not been d elivered under this
section to the Registrar.
(6) If a prospectus is issued without a copy thereo f being delivered under this section to the Registrar or without the copy so
delivered having been endorsed thereon or attached thereto the required consent or documents, the comp any, and every
person who is knowingly and willingly a party to th e issue of the prospectus, shall be punishable with the fine which may
extend to five thousand taka.
139. Penalty for contravention of section 136 and 1 37.–(1) If any prospectus is issued in contravention of sections 136
or 137, the company and every person. who is knowin gly a party to the issue thereof, shall be punishable with fine which
may extend to five thousand taka.
(2) For the purposes of this section and section 13 6 and 137, the expression “expert” includes an engi neer, a valuer, an
accountant and any other person whose profession gi ves authority to a statement made by him.
140. Allotment of shares and debentures to be dealt in on stock exchange—Where a prospectus, whether issued
generally or not, states that an application has be en or will be made for permission for the shares or debentures offered
thereby to be dealt in one or more recognised stock exchanges, such prospectus shall state the name of the stock exchange
or , as the case may be, each such stock exchange. and any allotment made on an application in pursuance of the
prospectus shall be void, if the permission has not been applied for before the tenth day after the fi rst issue of the
prospectus, or where such permission has been appli ed for before issue of prospectus, if the permission has not been granted
by the first issue of the prospectus, or where such permission has been applied for before issue of pr ospectus, if the
permission has not been granted by the stock exchan ge or each such stock exchange, as the case may by, within six weeks
after the date of the closing of the subscription.
(2) Where the permission referred to in sub-section (1) has not been applied for or, such permission having been applied for,
has not been granted as specified in that sub-secti on, the company shall repay without interest all m oneys received from
applicants in pursuance of the prospectus, and if a ny such money is not repaid within thirty days afte r the tenth day or as the
case may be, the six weeks as specified in that sub -section, the directors of the company shall be jointly and severally liable
to repay that money with interest at the rate of fi ve percent above the bank rate :
Provided that a director shall not be liable if be proves that the default in he payment of the money was not due to any
misconduct or negligence on his part.
(3) All moneys received as subscription for the all otment of shares or debentrures shall be kept in a separate bank account
and shall be repaid within the time and the manner specified in sub-section (2) and if default is made in complying with this
sub-section the company and every officer of the co mpany who is knowingly and willfully in default shall be punishable with
fine not exceeding five thousand taka,
(4) Where an applicant for shares or debentures is required to accept a condition has the which has the effect of waiving
compliance with any requirement of this section sha ll be void.
(5) For the purposes of this section, permission sh all not be deemed to be refused if it is intimated that the application for it
will be given further consideration.
(6) The other provisions of this section shall have effect—
(a) in relation to any shares or debentures agreed to be taken by a person underwriting an offer there of by a prospectus, as
if he had applied thereof in purpsuance of the pros pectus;
(b)74 in relation to prospectus offering shares for sale, with the following modifications, namely :– –
(i) references in the said other provisions to sale shall be substituted for references to allotment;
(ii) the persons by whom the offer is made, and not the company, shall be liable under sub-section (2), to repay
money received from applicants, and references to t he company’s liability under that sub-section shall be construed
accordingly; and
(iii) for the reference in sub-section (3) to “the company” and “every officer of the company who is k nowingly and
willfully in default,” there shall be substituted a reference to “any person by or through whom the of fer is made” and
who is knowingly and willfully guilty or, willfully , authorises or permits, the defaults” respectively .

(7) No prospectus shall state that application has been made for permission for the shares or debentur es offered there by for
being dealt an stock exchange, unless it is a recog nised stock exchange.
141. Obligations of companies where o prospectus is sued.—(1) A company having a share capital which does not
issue a prospectus on or with reference to its form ation, on which has issued such a prospectus but ha s not proceeded to
allot any of its shares or debentures offered to th e public for subscription shall not allot any of its shares or debentures unless
within three days after the first allotment of eith er shares or debentures, there has been delivered t o the Registrar for
registration a statement in lieu of prospectus, sig ned by every person who is named therein as directo r or proposed director
of the company or his agent authorised in writing i n the form and containing the particulars set out in part I of Schedule IV
and, in the cases mentioned in Part II of that Sche dule, setting out the reports specified therein, and the said Part I and II
shall have effect subject to the provisions contain ed in Part III of that Schedule.
(2) Every statement in lieu of prospectus delivered under sub-section (1) shall, where the persons mak ing many such report
as specified that sub-section have made therein, or have without giving the reasons indicated therein, any such adjustments
as are mentioned in Part III of the Schedule IV hav e endorsed thereon or attached thereto a written statement signed by
those person, setting out the adjustment and giving the reasons thereof.
(3) This section shall not apply to a private compa ny.
(4) If a company acts in contravention of sub-secti on (1) or (2) the company and every director of the company and every
director of the company who knowingly and willfull y authorise; or permits the contravention, shall be punishable with fine
which may extend to two thousand taka.
(5) Where a statement in lieu of prosperous deliver ed to the Registrar under sub-section (1) includes any untrue statement,
any person who authorised or permitted the delivery of the statement in lieu of prospectus for registration shall be
punishable with imprisonment for a ten years or wit h fine which may extend to two years or with fine which may extend five
thousand taka or with both, unless he proves either that the statement was immaterial or that he had r easonable ground to
believe, and did up to the time of the delivery for registration of the statement lieu of prospectus b elieve, that the statement
was true
(6) for the purposes of this section—
(a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue, if it is m isleading in the
form and context in which it is included; and
(b) where the omission from a statement in lieu of prospectus of any matter is calculated to mislead, the statement
in lieu of prospectus shall be deemed, in respect t o such omission, to be a statement in lieu of prosp ectus containing
an untrue statement.
(7) For the purposes of sub-section (5) and clause (a) of sub-section (6) the expression “included”, when used with reference
to a statement in lieu of prospectus, means include d in the statement in lieu of prospectus itself of contained in any report or
memorandum appearing on the face thereof or by refe rence incorporated therein, or issued therewith.
142. Document containing offer of shares or debentu res for sale to be deemed a prospectus—(1) where a
company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or
debentures being offered for sale to the public, an y document by which the offer for sale to the publi c is made shall, for all
purposes be deemed to be a prospectus issued by the company, and all enactment’s and rules of law as to the contents of
prospectus and as to liability in respect of statem ents in and omissions from prospectus, or otherwise relating to prospectus,
shall apply and have effect accordingly, if the sha res or debentures had been offered to the public fo r subscription and as if
the persons accepting the offer in respect of any s hares or debentures were subscribers for those shar es or debentures but
without prejudice to the liability, if any, of the persons by whom the offer is made in respect of mis statements contained in
the document or otherwise in respect thereof.
(2) For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotme nt or an agreement to allot
shares or debentures was made with a view to the sh ares or debentures being offered for sale to the public if it is shown—
(a) that an offer of the shares or debentures or of any of them for sale to the public was made within one hundred
and eighty days, after the allotment or agreement t o allot; or
(b) that at the date when the offer was made, the w hole consideration to be received by the company in respect of
the shares or debentures had not been so received.
(3) In case of the document, mentioned in sub-secti on (1), section 135 shall have effect as if it required a prospectus to
state, in addition to the matters required by that section to be stated, in a prospectus—
(a) the net amount of the consideration received or to be received by the company in respect of the sh ares or
debentures to which the offer relates; and
(b) the place and time at which the contract under which the said shares or debentures have been or a re to be
allotted may be inspected.
(4) Section 138 shall apply to the person of person s making the offer mentioned in sub-section (1) as though they were
person named in a prospectus as directors or propos ed directors of a company.
(5) Where the persons making an offer mentioned in sub-section (1) is a company or firm, it shall be sufficient if the
document referred in sub-section(1) is signed on be half of the company or firm by two directors of the company or by not
less than one-half of the partners in the firm, as the case may be, and any such director or partner m ay sigh by his agent
authorised in writing.
143. Interpretation of provisions relation to prosp ectus.—(1) For the purposes of the provisions relating to
prospectus—

(a) a statement included in a prospectus shall be deemed to be unture, if the statement is misleading in the form
and context in which it is included; and
(b) where the omission from a prospectus of any mat ter is calculated to mislead, the prospectus shall be deemed in
respect of such omission to be a prospectus contain ing untrue statement.
(2) For the purposes of section 145, 146 and clause (a) of sub-section (1) of this section, the expression “included” when
used with reference to a prospectus, means included in the prospectus itself or contained in any report of memorandum
appearing on the face thereof or by reference incor porated therein or issued therewith.
144. Restriction on alteration of terms of prospect us or statement in lieu of prospectus.— A company shall not, at
nay time, very the terms of a contract referred to in the prospectus or statement in lieu of prospectus, except with the
approval of, or except under an authority given by, the company in general meeting.
145. Civil liability for misstatement in prospectus .—(1) Subject to the provisions of this section, wher e a prospectus
invites members of the public to subscribe for shar es in or debentures of a company, the following per sons shall be liable to
pay compensation to every person who subscribes for any shares or debentures on the faith of the prospectus for any loss or
damage he may have sustained by reason of any untru e statement included therein, that is to say—
(a) every person who is a director of the company a t the time of the issue of prospectus;
(b) every person who has authorised himself to be n amed and is named in the prospectus either as a director, or as
having agreed to become a director, either immediat ely or after an interval of some time;
(c) every person who is a promoter of the company; and
(d) every person who has authorised the issue of th e prospectus :
Provided that where, under section 138, the consent of a person is required to the issue of a prospectus and he has given
that consent, or where the consent of a person nam ed in a prospectus is required and he has given that consent, he shall
not, by reason of having given such consent, be lia ble under this sub-section as a person who has, as referred to in claused
(d), authorised the issue of the prospectus, except in respect of an untrue statement, if any, which is included in accordance
with section 137 with the consent or under the auth ority of a person purporting to be an expert. (2) No person shall be liable
under sub-section (1), if he proves—
(a) that having consented to become a director of t he company, he withdrew his consent before the issu e of the
prospectus, and that it was issued without his auth ority or consent; or
(b) that the prospectus was issued without his know ledge or consent, and that on becoming aware of its issue he
forthwith gave reasonable public notice that it was issued without his knowledge or consent; or
(c) that, after the issue of the prospectus and bef ore allotment thereunder, he, on becoming aware of any untrue
statement therein, withdrew his consent to the pros pectus and gave reasonable public notice of the withdrawal and
of the reason therefor; or
(d) that—
(i) as regards every untrue statement not purportin g to be made on the authority of an expert or of a public official
document or statement, he had reasonable ground to believe, and did up to the time of the allotment of the shares
or debentures, as the case may be, believe that the statement was true; and
(ii) as regards every untrue statement purporting t o be a statement by an expert or contained in what purports to
be a copy of or an extract from a report or valuati on of an expert, it was a correct and fair presentation of the
statement, or a correct copy of or a correct and fa ir extract from, the report and valuation; and he h ad reasonable
ground to believe, and did up to the time of the is sue of the prospectus believe, that the person maki ng the
statement was competent to make it and that person had given the consent required by section 137 to the issue of
the prospectus and had not withdrawn that consent b efore delivery of a copy of the prospectus for registration or, to
the defendant’s knowledge, before allotment thereun der: and
(iii) as regards every untrue statement purporting to be a statement made purporting to be a statement made by
an official person or contained in what purports to be a copy of or extract from a public official document, it was a
correct and fair representation of that statement, or correct copy of or a correct and fair extract from, the document
:
Provided that this sub-section shall not apply in t he case of a person liable by reason of his having given a consent
required of him by section 137 as a person who has authorised the issue of the prospectus in respect of an untrue
statement purporting to be made by him as an expert .
(3) A person who, would, under sub-section (1) be l iable by reason of his having given a consent required of him by section
137 as a person who has authorised the issue of a p rospectus in respect of an untrue statement purporting to be made by
him as an expert, shall not be so liable, if he pro ves—
(a) that having given his consent under section 137 to the issue of the prospectus, he withdrew it in writing before
delivery of a copy of the prospectus for registrati on; or
(b) that, after delivery of a copy of the prospectu s for registration and before allotment thereunder, he, on becoming
aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal
and of the reason therefor; of
(c) that he was competent make the statement and th at he had reasonable ground to believe, and did up to the
time of the allotment of the shares or debentures, believe, that the statement was true.
(4) Where–

(a) the prospectus specifies the name of a person as a director of the company, or as having agreed to become a
director thereof, and he has not consented to becom e a director, or has withdrawn has consent before the issue of
the prospectus, and has not authorised or consented to the issued thereof; or
(b) the consent of a person is required under secti on 137 to the issue of the prospectus and be either has not given
that consent or has withdrawn it before issue of th e prospectus.
the directors of the company excluding those withou t whose knowledge or consent the prospectus was iss ued and every
other person who authorised the issue thereof, shal l be liable to indemnify the person referred to in clause (a) or clause (b),
as the case may be,, against all damages, costs and expenses to which be may be made liable by reason of his name having
been interested in the prospectus or of the inclusi on therein of a statement purporting to be made by him as an expert, as
the case may be, or in defending himself in any sui t or legal proceeding brought against him in respect thereof:
Provided that a person shall not for the purposes o f this sub-section be deemed to have authorised the issue pf a prospectus
by reason only of his having given the consent requ ired by section 137.
(5) Every person who, becomes liable to make any pa yment by virtue of this section may recover contribution, as in cases of
contract, from any other person who, if issued sepa rately, would have been liable to make the same pay ment, unless the
former person was, and the later person was not, gu ilty of fraudulent misrepresentation.
(6) For the purposes of this section—
(a) the expression “promoter” means a promoter who was a party to the preparation of the prospectus or of the
portion thereof containing the untrue statement, b ut does not include any person by reason of his act ing a
professional capacity for persons engaged in procur ing the formation of the company; and
(b) the expression “expert” has the same meaning as in section 139.
146. Penalty for unture statement in prospectus.— (1) Where a prospectus issued after the commencemen t of this Act
includes any untrue-statement every person who aut horised the issue of the prospectus shall be punishable with
imprisonment for a term which may extend to two yea rs, or with fine which may extend to five thousand taka or with both,
unless he proves either that the statement was imma terial or that he had reasonable ground to believe, and did, up to the
time of the issue of the prospectus, believe the st atement was true.
(2) A person shall not be deemed for the purposes o f this section to have authorised the issue of a prospectus by reason only
of his having given—
(a) the consent required by section 137 to the incl usion therein of statement purporting to be made by him as an expert ; or
(b) the consent required by sub-section (4) of sect ion 138.
147. Penalty for fraudulently inducing persons to invest money : Any person who either by knowingly or recklessly
making any statement, promise or forecast which is false, deceptive of misleading, or by induce another person to enter into,
or to offer into—
(a) any agreement for, or with a view to acquiring, disposing of, subscribing for, or underwriting shares or debentures; or
(b) any agreement, the purpose or pretended purpose of which is to secure a profit to any of the parties from the yield of
shares or debentures, or by reference to fluctuatio n in the value of shares or debenture.
shall be punishable with imprisonment for a term wh ich may extend to five years or with fine which my extend to fifteen
thousand taka or with both.
148. Restriction as to allotment.— (1) No allotment shall be made of any share capital of a company offered to the public
for subscription, unless the following amount and a t least 5% of that amount have been paid in cash to the company,
namely—
(a) the amount stated in prospectus as the minimum amount which in the opinion of the directors, must be raised
by the issue of share capital in order to provide f or the matters specified in sub-section (2);
(b) if any part of the minimum amount is to be defr ayed in any other manner, the balance of the minimu m amount
after deduction the amount required to be so defray ed.
(2) The matters for which provision for the raising of a minimum amount of share capital must be made by the directors are
the following namely—
(a) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out
of the proceeds of the issue ;
(b) any preliminary expenses payable by the company and any commission so payable to any person in
consideration of his agreeing to subscribe for or o f his procuring or agreeing to procure subscription s for any shares
in the company;
(c) the repayment of any moneys borrowed by the com pany in respect of the foregoing matters ; and
(d) working capital.
(3) The amount referred to in sub-section (1) as th e amount stated in the prospectus shall be reckoned exclusively of any
payable otherwise than in cash and is in this Act referred to as the minimum subscription.
(4) All moneys received from applicants for shares shall be deposited and kept in a scheduled bank as defined in the
Bangladesh bank Order, 1972 (PO No. 127 of 1972 ), until returned in accordance with the provisions of sub-section (7) or
until the certificate to commence business is obta ined under section 150(2).

(5) In the event of any contravention of the provisions of sub-section (4) every promoter, director o r other person knowingly
responsible for such contravention shall be liable to a fine not exceeding five thousand taka.
(6) The amount payable on application on each share shall not be less than five percent of the nominal amount of the share.
(7) If the conditions aforesaid have not been compl ied with within a period not exceeding one hundred and eighty days the
first issue of the prospectus, or within forty days from the closing date of subscription-list as spe cified in the prospectus,
whichever is earlier, all moneys received form appl icants of shares or debentures shall be forthwith repaid to them without
interest, and if any which money is not so repaid w ithin the aforesaid period, the directors of the company, shall be jointly
and severally liable to repay that money with inter est at the rate of five percent above the bank after expiry of the aforesaid
period.
(8) No allotment shall be made of any shares in, or debentures of, a company in pursuance of a prospec tus issued and no
proceedings shall be taken on applications made in pursuance of a prospectus so issued, until the beginning of the eight day
after that on which the prospectus is first so issu ed or such later time, if any as may be specified i n the prospectus.
Provided that where, after a prospectus is first is sued, a public notice is given by some person respo nsible under section 145
for the prospectus which has the effect of excludin g, limiting or diminishing his responsibility, no allotment shall be made
until the beginning of the eighth day after that on which such public notice is first given.
(9) An application for shares in, or debentures of, a company, which is made in pursuance of a prospec tus issued shall not be
revocable until after the expiration of the eighth day after the time of the opening of the subscripti on list, or the giving,
before the expiry of the said eighth day by some pe rson responsible under section 145 for the prospectus, of a public notice
having the effect under that section of excluding, limiting or diminishing the responsibility of the person giving it.
(10) Where an applicant for shares or debentures is required to accept condition which has the effect of waiving compliance
with any requirement of this section shall be void.
(11) This section, except sub-section (6) thereof, shall not apply to any allotment of shares subseque nt to the first allotment
of shares offered to the public for subscription.
(12) In the case of the first allotment of share ca pital payable in cash of any company which does not issue any invitation to
the public to subscribe for its shares, on allotmen t shall be made unless the minimum subscription, th at is to say—
(a) the amount, if any fixed by the memorandum or a rticles and named in the prospectus or in the statement in lieu
of prospectus as the minimum subscription upon whic h the director may proceed to allotment; or
(b) if no amount is so fixed and named, the whole a mount of the share capital other than that issued or agreed to
be issued as fully or partly paid up otherwise than in cash;
has been subscribed and an amount not less than fiv e percent of the nominal amount of each share payab le in cash
has been paid to and received by the company.
(13) Sub-section (12) shall not apply to a private company or to a company which has allotted any sha res or debentures
before the commencement of this Act.

149. Effect of irregular allotment. — (1) An allotment made by a company to an applicant in contravention of the
provision of section 141 or section 148 shall be vo idable at the instance of the applicant within one month after the holding of
the statutory meeting of the company and not later or, in any case where the company is not required to hold a statutory
meeting or where the allotment is made after the ho lding of the statutory meeting, within one month after the date of the
allotment and not later, and shall be so voidable n otwithstanding that the company is in the course of being wound up.
(2) If any director of a company knowingly contrave nes or permits or authorises the contravention of any of the provisions of
section 141 or section 148 with respect to allotme nt, he shall be liable to compensate the company an d the allottee for any
loss, damages or costs which the company or the all ottee may have sustained or incurred thereby :
Provided that Proceedings to recover any such loss, damages or costs shall not be commenced after the expiration of two
years from the date of the allotment.
150. Restrictions or commencement of Business.— (1) A company shall not commence any business or exercise any
borrowing powers unless—
(a) shares held subject to the payment of the whole amount thereof in cash have been allotted to an am ount not less in the
whole than the minimum subscription; and
(b) every director of the company has, out of the s hares taken or contracted to be taken by him, paid in cash on each of the
shares.
(i) where the shares are offered for public subscri ption, an amount equal to the amount to be paid on application for
shares by the members of the public; or
(ii) where the shares are not offered, and amount p ayable in cash by the director on such share :
(c) there has been field with the Registrar a duly verified declaration by the secretary or one of the directors in the
prescribed from, that the aforesaid conditions have been complied with; and
(d) in the case of a company which does not issue a prospectus inviting the public to subscribe for its shares, there has been
filed with the Registrar a statement in lieu of pro spectus.
(2) The Registrar shall, on the filing of a duly ve rified declaration, in accordance with the provisio ns of sub-section (1) certify
that the company is entitled to commence business, and that certificate shall be conclusive evidence that the company is so
entitled :

Provided that in the case of a company which does not issue a prospectus inviting the public to subscribe for its shares, the
Registrar shall not give such a certificate unless a statement in lieu of prospectus has been filed wi th him.
(3) Any contract made by a company before the date at which it is entitled to commence business shall be provisional only,
and shall not be binding on the company until that date and on that date it shall become binding.
(4) Nothing in this section shall prevent the simul taneous offer for subscription or allotment of any shares, and debentures or
the receipt of any money payable on application for shares or debentures.
(5) If any company commences business or exercises borrowing powers in contravention of this section, every person who is
responsible for the contravention shall, without p rejudice to any other liability, be liable to a fine not exceeding one thousand
taka for every day during which the contravention c ontinues.
(6) Nothing in this section shall apply to a privat e company, or to a company which does not issue a p rospectus inviting the
public to subscribe for its shares, and the provisi ons of this section in so far as they relate to sha res, shall not apply to a
company limited by guarantee and not having a share capital.

PART IV
MANAGEMENT AND ADMINISTRATION
Office and Name (Continued)
151. Return as to allotment.- (1) Where a company having a share capital makes any allotment of its shares, the
company shall within sixty days thereafter, file wi th Registrar the following documents, namely :–
(a) a return of the allotments, stating the number and nominal amount of the shares comprised in the a llotment, the name
address nationality and other descriptions of the allottees, and the amount, if any, paid or due and payable on each share,
and
(b) in the case of shares allotted as fully or part ly paid up otherwise than in cash, the copies of t he following agreements
duly stamped and verified in the prescribed manner namely :-
(i) vendor’s agreement, that is the agreement which constitutes the title of the allotee to the allotment; and
(ii) the contract of sale or service or to other co nsideration in respect of which the allotment was m ade;
(c) the number and nominal value of the allotted sh ares referred to in clause (b); and
(d) the deed of sale of any immovable property, if the consideration for allotment of shares referred to in clause (b) is sought
to the paid by the allottee by way of transfer of s uch property.
(2) Where a contract mentioned in sub-section (1) i s not reduced to writing, the company shall, within one month after the
allotment, file with the Registrar the prescribed p articulars of the contract stamped with the same st amp duty as would have
been payable if the contract had been reduced to wr iting, and these particulars shall be deemed to be an instrument within
the meaning of the Stamp Act, 1899 (II of 1899) and the Registrar may, as a condition of filing the particulars, require that
the stamp duty payable thereon be adjudicated under section 31 of that Act.
(3) If the Registrar is satisfied that in the circu mstances of any particular case the period of sixty days specified in sub-
section (1) and (2) for compliance with the require ments of these section is inadequate, he may, on an application made by
the company before expirys of the sixty days, exten d that period as he thinks fit, and if he does so, the provisions of sub-
section (1) and (2) shall have effect in that part icular case as if for the extended period allowed b y Registrar specified in
those sub-sections.
(4) If a company defaults in complying with the req uirements of this section, every officer of the company who is knowingly a
party to the default shall be liable to a fine not exceeding one thousand taka for every day during wh ich the default continues
:
Provided that, in case of default in filling with t he Registrar within the time specified in sub-secti on (1) and (2) any document
required to be filed by this section, the company or any person liable for the default may apply to t he Court for relier, and
the Court, if satisfied that the commission to file the document was accidental or due to inadvertence or that on other
grounds it is just and equitable to grant relief, m ay make an order extending the time for the filing of the document for such
a period as the Court may think proper.
Commissions and Discounts
152. Restrictions on payment of commissions, discou nts, etc.- (1) It shall be lawful for a company to pay a
commission to any person in consideration of his su bscribing or agreeing to subscribe, whether absolutely or conditionally, for
any shares in the company, for procuring or agreein g to procure subscription, whether absolutely or conditionally for any
shares in the company, if—
(a) the payment of the commission is authorised by the articles and the commission paid or agreed to be paid does not
exceed the amount or rate so authorised; and
(b) if the amount or rate of percentage of the comm ission paid or agreed to be paid is—
(i) in the case of shares offered to the public for subscription, in the prospectus; and
(ii) in the case of shares not offered to the publi c for subscription, disclosed in the statement lieu of prospectus or in
a statement in the prescribed form signed in like manner as a statement in lieu of prospectus and fil ed with
the Registrar and, where a circular of notice, not being a prospectus inviting subscription for the s hares is issued,
also disclosed in that circular or notice.
(2) Save as provided in sub-section (1) and section 153, no company shall allot any of its shares or apply any its moneys
either directly of indirectly in payment of any co mmission. discount or allowances, to any person in confederation of his
subscribing or agreeing to subscribe, whether absol utely or conditionally, for any shares of the company or procuring
or agreeing to procure subscriptions, whether abso lutely or conditionally, for any shares in the company, and the shares
shall not be so allotted or the money shall not be so applied by adding to the purchase-money of any p roperty acquired by
the company or the contract price of any work to be executed for the company or the money to be paid o ut of the nominal
purchase money or contract price, or otherwise.
(3) Nothing in this section shall affect the power of any company to pay such brokerage as it has here tofore been lawful for a
company to pay and a vender to, promoter of, or oth er person who received payment in money or shares from, a company
shall have and shall be deemed always to have had p ower to apply any part of the money or shares so received in payment
of any commission, the payment of which, if made di rectly by the company, would have been legal under this section.
153. Power to issues share at a discount. – (1) Subject to the provisions of this section, it shall be lawful for a company
to issue at a discount shares in the company of a c lass already issued :
Provided that –

(a) the issued of the shares at a discount must be authorised by resolution passed in general meeting of the
company and must be sanctioned by the Court;
(b) the resolution must specify the maximum rate of discount, not exceeding ten percent in any case, at
which shares are to be issued;
(c) not less than one year must at the date of issu ed have clasped since the date on which the company was entitled
to commence business;
(d) the shares to be issued at a discount must be issued within six months after the date on which th e issue is
sanctioned by the Court or within such extended tim e as the Court may allow.
(2) Every prospectus relating to the issue of the shares and every balance sheet issued by the compan y subsequently to the
issue must contain particulars of the discount all owed on the issue of the shares or of so much of th at discount as has not
been written off at the date of the issue of the do cument in question.
(3) If accompany defaults in complying with sub-s ection (2) the company and also every officer of the company who is in
default shall be liable to a fine not exceeding fiv e hundred taka.
154. Issue of redeemable preference shares. – (1) Subject to the provisions of this section, a company limited by
shares may, if so authorised by its articles, issue preference shares which are, or at the option of t he company are to be or
liable to be redeemed :
Provided that –
(a) no such shares shall be redeemed except out of profits of the company which should otherwise be av ailable for
dividend or out or the proceeds of a fresh issue o f shares made for the purposes of the redemption or out of sale
proceeds of any property of the company.
(b) no such shares shall be redeemed unless they ar e fully paid;
(c) where any such shares are redeemed otherwise th an out of the proceeds of a fresh issue, there shall, out of
profits which would otherwise have been available for dividend, be transferred to a reserve fund, to be called
“the capital redemption reserve fund” a sum equal to the amount applied in redeeming the shares, and the
provisions of this relating to the reduction of the shares capital of a company shall, except as provi ded in this
section, apply if the capital redemption reserve fu nd were paid up share capital of the company;
(d) where any such share are redeemed out of the pr oceeds of a fresh issue, the premium, if payable on
redemption, must be provided for out of the profits of the company before the shares are redeemed.
(2) In every balance-sheet of a company which has i ssued redeemable preference shares the following shall be included,
namely : —
(a) a statement specifying what part of the issued capital of the company consists of such shares; and
(b) the date on or before which those shares are, o r are to be, liable to be, redeemed or where no definite date is
fixed for redemption, the period of notice to be gi ven for redemption.
(3) Subject to the provisions of this section, the redemption of preference shares may be effected on such terms and in such
terms and in such manner as may be provided by the articles of the company.
(4) Where in pursuance of this section a company ha s redeemed or is about to redeem any preference sha res, it shall have
power to issue shares up to the nominal amount of the shares redeemed or to be redeemed, as if those had never been
issued, and accordingly the share capital of the co mpany shall not, for the purpose of calculating the fees payable under
section 384, be deemed to be increased by the issue , of shares in pursuance of this sub-section :
Provided that, where new shares are issued before t he redemption of the old shares, the new shares shall not, so far as they
relate to stamp duty, be deemed to have been issued in pursuance of this sub-section, unless the old shares are redeemed
within one month after the issue of the new shares.
(5) Notwithstanding anything in the other provision s of this section, where redeemable preference shar es deemed, under
sub-section (4), to have never been issued are, or are to be, redeemed for the purpose of allotting them as fully paid up
bonus shares to the members of the company, the red emption reserve fund may be applied by the company up to the
nominal value of the new shares referred to in sub- section (1) (c) for such redemption.
(6) If a company defaults in complying with any of the provisions of this section, the company and also every officer of the
company who is in default shall be liable to a fine not exceeding two thougsand taka.
155. Further issue of capital. – (1) Where the directors decided to increase the sub scribed capital of the company by issue
of further shares within the limit of the authorise d capital –
(a) such further shares shall be offered to the mem bers in proportion, as nearly as circumstances admit, to the
capital paid up on the existing share held by such member, irrespective of class, at the date of the offer;
(b) such offer shall be made by notice specifying t he number of shares offered and specifying the time limit. not
being less than fifteen days from the date of the o ffer, within which the offer if not accepted, will be deemed to have
been declined;
(c) after the expiry of the time specified in the n otice aforesaid, or on receipt of earlier intimation from the members
to whom such notice is given that he declines to a ccept the shares offered, the directors may dispose of the same in
such manner as they may think most beneficial to th e company.
(2) Notwithstanding anything contained in sub-secti on (1) the further shares aforesaid may be offered to any person whether
or not those person include its person referred to in clause (a) of that sub-section in manner whatsoe ver.

156. Statement in balance sheet as to commissions and discounts. – Where a company has paid any sums by way of
commission in respect of any shares or debentures or allowed any sums by way of discount in respect of any debentures,
the total amount so paid or allowed or so much ther eof as has not been written off, shall be stated in every balance sheet of
the company until the whole amount thereof has been written off.
Payment of Interest out of Capital
157. Power of company to pay interest out of capita l in certain cases. – Where any shares of a company are issued
for the purpose of raising money to defray the expe nses of the construction of any works or building or the provision of any
plant which cannot be made profitable for a lengthe ned period, the company may pay interest on so much of that share
capital as is for the time being paid up for the pe riod and subject to the conditions and restrictions in this section mentioned
and may charge the same to capital as part of the c ost of construction of the work or building or the provision of plant :
Provided that –
(a) no such payment shall be made unless the same is authorised by the articles or by special resolution;
(b) no such payment whether authorised by the artic les or by special resolution, shall be made without the previous sanction
of the government; and such sanction shall be conc lusive evidence for the purposes of this section that the shares of the
company in respect of which such sanction is given have been issued for a purpose specified in this saction;
(c) before sanctioning any such payment the governm ent may, at the expense of the company, appoint a person to inquire
and report to the Government as to the circumstance s of the case, and may, before making the appointme nt, require the
company to give security for the payment of the cos ts of the inquiry;
(d) the payment shall be made only for such period and may be determined by the Government, and such p eriod shall in no
case extend beyond the close of the half-year nest after the half-year during which the works or buildings have been actually
completed or the plant provided;
(e) the rate of interest shall in no case exceed fo ur percent per annum or such lower rate as the Gove rnment, may, by
notification in the official Gazette, prescribe;
(f) the payment of the interest shall not operate a s a reduction of the amount paid up on the shares i n respect of which it is
paid;
(g) the accounts of the company shall show the shar e capital on which, and the rate at which, interest has been paid out of
capital during the period to which the accounts rel ate.
Certificates of Shares, etc.
158. Limitation of time for issue of certificates. – (1) Every company shall, within ninety days after t he allotment of any
of its shares, debentures or debenture-stock, and w ithin ninety days after the registration of transfer of any such shares,
debentures or debenture-stock complete and have rea dy for delivery the certificates of all shares, debentures, and the
debenture-stock allotted or transferred unless the conditions of issue of the shares, debentures or de benture-stock otherwise
provide.
(2) If default is made in complying with the requir ements of this section, the company, and also every officer of the company
who is knowingly a party to the default shall be li able to a fine not exceeding five hundred taka for every day during which
the default continues.
Information as to Mortgages, Charges, etc.
159. Certain mortgages and charges to be void if no t registered – (1) Every mortgage or charge created after the
commencement of this Act by a company and being eit her –
(a) a mortgage or charge for the purpose of securin g any issue of debentures; or
(b) a mortgage or charge on uncalled share capital of the company, or
(c) a mortgage or charge on any immovable property wherever situated or any interest therein, or
(d) a mortgage or charge on any book debts or the c ompany, or
(e) a mortgage or charge, not being a pledge on any moveable property of the company except stock-in- trade, or
(f) a floating charge on the undertaking or shall s o far as any property of the company, security on t he company’s
property or undertaking is thereby conferred, be vo id against the liquidator and any creditor of the company, unless
the prescribed particulars of the mortgage or charg e, together with the instrument, if any, by which the mortgage or
charge is created or evidenced or a copy thereof ve rified in the prescribed manner are filed with the Registrar for
registration in manner required by this Act within twenty-one days after the date of its creation ; pu t any contract or
obligation for repayment of the money thereby secur e shall not be prejudiced; and when a mortgage or c harge
becomes void under this section, the money secure d thereby shall immediately become payable.
Provided that –
(i) in the case a mortgages or charge created out o f Bangladesh comprising solely property situate outside
Bangladesh the said twenty one days shall be counte d by excluding the period which would be necessary to receive
the instrument in Bangladesh in due course had it b een posted with due diligence; and
(ii) where the mortgage of charge is created in Ban gladesh comprises property outside Bangladesh the i nstrument
creating or purporting to create the mortgage or ch arge or a copy thereof verified in the prescribed manner may be
filed for registration notwithstanding that further proceedings may be necessary to make the mortgage or charge
valid or effectual according to the law of the coun try in which the property is situate; and

(iii) where a negotiable instrument has been given to secure the payment of any book debts of a compan y, the
deposit of the instrument for the purpose of securi ng an advance to the company shall no for the purpo ses of this
section be treated as a mortgage or charge on those book debts; and
(iv) the holding of debentures entitling the holde r to a charge on immovable property shall not be de emed to be an
interest in immovable property.
(2) Where any mortgage or charge on any property of a company require to be registered under this section has been so
registered, any person acquiring such property or a ny part thereof or any share or interest therein, shall be deemed to have
notice of the said mortgage or charge as from the date of such registration.
160. Registration of charge on properties acquired subject to charge. – (1) Where a company registered in
Bangladesh acquires any property which is subject to a charge on any such kind as would, if it had been created by the
company, after the acquisition of the property, hav e been required to be registered under this Part, the company shall couse
the prescribed particulars of the charge together w ith a copy certified in the prescribed manner to be a correct copy of the
instrument, if any, by which the charge was created or its evidenced, to be delivered to the Registrar for registration in
manner required by this Act within twenty-one days after the date on which the acquisition completed
Provided that if the Property is situated and the c harge was created outside Bangladesh the said twent y-one days shall be
counted by excluding the period which would be nec essary to receive the instrument in Bangladesh in due course of post had
it been despatched with due diligence.
(2) If a company defaults in complying with the pro visions of this section the company and also every officer of the company,
who is knowingly and willfully in default, shall b e liable to a fine not exceding one thousand taka.
161. Particulars in case of series of debentures en titling holders pari passu. – (1) Where a series of debentures
containing, or giving by reference to any other ins trument, any charge to the benefit of which the de bentures. holders of
that series are entitled pari passu is created by a company, it shall be sufficient for the compliance of section 159 if there are
filed with the Registrar with twenty-one days afte r the execution of the deed containing the charge or, if there is no such
deed, after the execution of any debentures of the series, the following :-
(a) the total amount secured by the whole series;
(b) the dates of the resolutions authorising the is sue of the series and the date of the covering deed , if any, by
which the security is created or defined;
(c) a general description of the property charged;
(d) the names of the trustees, if any, from the deb enture-holders; and
(e) the deed or a copy thereof varified in the pre scribed manner containing the charge or if there is no such deed
one of the debentures of the series ;
Provided that, where more than one issue is made of debentures in the series, there shall be filed with the Registrar for
entry in the register particulars of the date and a mount of each issue, bu an omission to do this shal l no affect the validity of
the debentures issued.
(2) The Registrar shall register the particulars an d the deeds filed under sub section (1).
162. Particulars in case of commission, etc. on deb entures— Where any commission, allowance or discount has be en
paid or made either directly or indirectly by the c ompany to any person in consideration of his subscr ibing of agreeing to
subscribe, whether absolutely or conditionally, for any debentures of the company, or for procuring or agreeing to procure
subscriptions, whether absolutely or conditionally for any such debentures, the particulars required to be filed for registration
under section 159 and 161 shall include particulars as to the amount or rate percent of the commission , discount or
allowance so paid or made, but an ommission to do t his shall not affect this validity of the debentures issued :
Provided that the deposit of any debentures as secu rity for any debt of the company shall not for the purposes of this
provision be treated as the issue of debentures at a discount.
163. Registers of mortgages and charges.— (1) The registrar shall keep, with respect to each company, a register in the
prescribed form of all mortgages and charges create d by the company after the commencement of this Act and requiring
registration under section 159 and shall, on paymen t of the prescribed fee, enter in the register, with respect to every such
mortgage or charge, the date of creation, the amoun t secured by it, short particulars of the property mortgaged or charged
and the names of the mortages or the persons entit led to the charge.
(2) After making the entry required by sub-section (1) the Registrar shall return the instrument, if any, or the verified copy
thereof, as the case may be, filed in accordance wi th the provisions of section 159 or 161 to the person filling the same.
(3) The register kept in pursuance of this section shall be open to inspection by any person on payme nt of the fee, as
specified in Schedule II.
164. Index to register of mortgages and charges.— The Registrar shall keep a chronological index, in the prescribed
form and with the prescribed particulars of the mo rtgages and charges registered with him under this Act.
165. Certificate of registration.— The Registrar shall give a certificate under his h and of the registration of any mortgage
or charge registered in pursuance of section 159, s tating the amount thereby secured, and the certificate shall be conclusive
evidence that the requirement of sections 159 to 1 63 as to registration have been complied with.
166. Endorsement of certificate of registration on debentures or certificate of debenture-stock.– The company
shall cause a copy of every certificate of registr ation, given under section 165 to be endorsed on ev ery debenture or
certificate of debenture-stock which is issued by t he company, and the payment of which is secured by the mortgage or
charge so registere :

Provided that nothing in this section shall be construed as requiring a company to cause a certificate of registration of any
mortaged or charge so given to be endoresed on any debenture or certificate of debenture-stock issued by the company
before the mortgage or charge was created.
167. Duty of company and right of interested party as regards registration — (1) Every company to file with the
Registrar for registration the prescribed particula rs of every mortgage or charge created by the compa ny and of the issues of
debentures of a series, requiring registration unde r section 159, and registration of any such mortgag e or charge may be also
effected on the application of any person intereste d therein.
(2) Where the registration is effected on the appli cation of some person other than the company, that person shall be entitled
to recover from the company the amount of any fees properly paid by him to the Registar on the registration.
(3) Whenever the terms of conditions or extent or o peration of any mortgage or charge registered under this section are
modified, it shall be the duty of the company to se nd to the Registrar the particulars of such modification and the provisions
of this section as to registration of the mortgage or charge shall apply to such modification of the m ortgage or charge as
aforesaid.
168. Copy of instrument creating mortgage or charge to be kept at registered office.–Every company shall cause
a copy of every instrument creating any mortgage or charge requiring registration under section 159 to be kept at the
registered office of the company;
Provided that, in the case of a series of uniform d ebentures, a copy of one such debenture shall be su fficient.
169. Registration of appointment or receiver- (1) I any person obtains an order for the appointme nt of a receiver of the
property of a company, or appoints such a receiver under any powers contained in any instrument, he sh all within fifteen
days from the date of the order or of the appointme nt under the powers contained in the instrument, file notice of the fact
with the Registrar and the Registrar, shall on paym ent of the prescribed fee, enter the fact in the register of mortgages and
charges.
(2) If any person makes default in complying with t he requirements of this section, he shall be liable to a fine not exceeding
two hundred taka for everyday during which the defa ult continues.
170. Filling of accounts of Receivers- (1) A receiver referred to in section 169 of any pr operty who had taken possession
shall for every financial year during such possessi on and also on ceasing to act as receiver, file with the Registrar an abstract
in the prescrived from of his receipts and payment during the period to which the abstract relates and shall also, on ceasing
to act as receiver, file with the Registrar, notice to that effect and the Registrar shall inter the n otice in the register of
mortgages and charges.
(2) Where a receiver of the property of a company h as been appointed, every invoice, order for goods, or business letter
issued by or on behalf of the company, or the recei ver of the company, being a document on or in which the name of the
company appears, shall contain a statement that a r eceiver has been appointed.
(3) For every default in complying with the require ments of this section, the company, and also every officer of receiver as
the case may be of the company, who knowingly and w illfully authorises or permits the default, shall be liable to a fine not
exceeding five hundred taka.
171. Rectification of register of mortgages – (1) If the Court satisfied that-
(a) the omission to register a mortgage or charge w ithin the time required by section 159, or the omission or mis-
statement of any particular with respect to any suc h mortgage or charge, or the omission to give intim ation to the
Registrar of the payment or satisfaction of a debt from which the mortgage or charge was created, was accidental or
due to inadvertence or to some other sufficient cau se, or
(b) the omission is not of a nature to prejudice th e position of creditors or share-holders of the com pany, or
(c) on other grounds it is just and equitable to gr ant to relief the court may, on the application of the company or
any person interested and on such terms and conditi ons as seem to the court just and expedient, order that the
time for registration be extended or, as the case m ay be, that the omission or mis-statement be rectified, and may
make such order as to the costs to be paid to the a pplicant as it thinks fit.
(2) Where the Court extends the time for the regist ration of mortgage, or charge, the order shall not prejudice any right, as
acquired in respect of the property concerned prior to the time when the mortgage, or charge is actual ly registered.
172. Registration of Satisfaction of mortgages and charges–(1) The company shall give intimation to the Regist rar of
the payment of satisfaction of any mortgage or char ge required to be registered under section 159 within twenty-one days
from the date of the payment or satisfaction thereo f.
(2) The Registrar shall, on receipt on such intimat ion, cause a notice to be sent to the mortgage, cal ling upon him to show
cause, within a time not exceeding fourteen days to be fixed by such notice, why the payment or satisfaction of the charge or
mortgage should not be recorded.
(3) The Registrar shall, if no cause is shown, orde r that a memorandum of satisfaction he entered on t he register and shall, if
required, furnish the company with a copy thereof.
(4) Where cause is shown the Registrar shall record a note to the effect in the register, and shall inform the company that he
has done so
173. Penalties– (1) If any company makes default in filing with the Registrar for registration the particulars-
(a) of any mortgage or charge created by the compan y, or
(b) of the payment or satisfaction of a debt in res pect of which a mortgage or charge had been registe red under
section 159 or section 160, or

(c) of the issue of debentures of a series; requiring registration with the Registrar under the fore going provision of
this Act, then unless the registration had been eff ected on the application of some other person, the company, and
also every officer of the company or other person w ho is knowingly a party to the default, shall, on conviction be
liable to a fine not exceeding one thousand taka fo r everyday during which the default continues.
(2) Subject as aforesaid, if any company makes defa ult in complying with any of the requirements of this Act as to the
registration with the Registrar of any mortgage or charge created by the company, the company, and als o every officer of the
company, who is knowingly and willfully a party to the default, shall, without prejudice to any other liability, be liable on
conviction to a fine not exceeding two thousand tak a.
(3) If any person knowingly and willfully authorise s or permits the delivery of any debenture or certificate of debenture-stock
requiring registration with the Registrar under the foregoing provisions of this Act the certificate of registration being
endorsed upon it as required by section 166, he sha ll, without prejudice to any other liability, be liable of conviction to a fine
not exceeding two thousand taka.
174. Company’s register of mortgages:– (1) Every company shall keep register of mortgages and enter therein all
mortgage and charges specifically affecting propert y of the company and all floating charge on the und er taking or on any
property of the company, giving in each case a shor t description of the property mortgaged or charged the amount of the
mortgage or charge and, except in the case of secur ities to bearer, the name of the mortgages of persons entitled thereto.
(2) If any director, manager or other officer of th e company knowingly and willfully authorieses or pe rmits the omission of
any entry required to be made in pursuance of this section, he shall be liable to a fine not exceeding two thousand taka.
175. Right to inspect copies of instruments creatin g mortgages and charges and company’s register of
mortgages :- (1) The copies kept at the registered office of the company in pursuance of section 168 or instruments
creating any mortgage or charge requiring registrat ion under this Act with the Registrar and register of mortagges kept in
pursuance of section 174, shall kept be open at all reasonable times to the inspections of any creditor or member of the
company without fee, and the register of mortgages shall also be kept open to the inspection of any other person on
payment of such fee, not exceeding ten taka for eac h inspection, as the company may prescribe.
(2) If inspection of the said copies or register is refused the company shall be liable to a fine not exceeding one hundred taka
for the first day and to a further fine not exceedi ng fifty taka for everyday during which the refusal continues, and every
officer of the company, who knowingly authorises or permits the refusal, shall incur the like penalty, and in addition to the
above penalty, the Court may be order compel an imm ediate inspection of the copies or register.
176. Right to inspect resister of debenture-holders and to have copies of trust deeds:–(1) A company shall keep
open every register of the debenture holders for he inspection its debenture-holders and share- holders and every such
holder may require a copy of the register or part t hereof on payment of fees specified in Schedule II:
Provided that- (a) the register shall not be inspected during such period or periods not exceeding in the whole thirt y days in any
year, as may be specified in the articles; and
(b) subject to such reasonable restrictions as may be imposed by the general meeting, the register sha ll be kept
open for inspection for at least two hours in a day during the permissible period.
(2) A copy of any trust-deed for securing any issue of debentures shall be forwarded to every holder o f any such debentures
at his request on payment, in the case of a printed trust deed, of the sum of ten taka or such less sum as may be fixed by
the company, or where the trust-deed is not printed , the fees specified in schedule-II.
(3) If inspection is refused or a copy is refused o r not forwarded, the company shall be liable to a f ine not exceeding one
hundred taka for the first and to a further fine no t exceeding fifty taka for every day subsequently d uring which the refusal
continues, and every officer of the company who kno wingly authorises or permits the refusal shall incur the like penalty; and
the Court may be order compel an immediate inspecti on of the register.
Debenture and Floating Charges
177. Perpetual debentures:- A conditions contained in any debenture or in any deed for securing any debentures, whether
issued or executed before or after the passing of t his Act shall not be invalid by reason only that thereby the debentures are
made irredeemable or redeemable only on the happeni ng of a contingency, however, remote, or on the expiration of a period
however long.
178. Power to re-issue redeemed debentures in certa in cases:- (1) Where either before or after the commencement o f
this Act, a company has redeemed any debenture prev iously issued, the company shall have right, and shall be deemed to
have had the right, to keep the debentures alive fo r the purposes of re-issue, unless-
(a) the articles of the conditions of issue express ly otherwise provides; or
(b) the debentures have ben redeemed in pursuance o f any obligation on the company so to do, not being an
obligation enforceable only by the person to whom t he redeemed debentures were issued or his assigns.
(2) In the exercise of the right under sub-section (1), the company shall have power, and shall be dee med always to have
power, to re-issue the debentures either by re-issu ing the same debentures or by issuing other debentu res in their place.
(3) Upon such re-issue, the person entitled to the debentures shall have, and shall be deemed always t o have had, the same
rights and priorities as if the debentures had not previously been issued.
(4) Where with the object of keeping debentures ali ve for the purpose of re-issue they have, either before or after the
commencement of this Act, been transferred to a nom inee of the company, a transfer from that nominee shall be deemed to
be a re-issue for the purposes of this section.

(5) Where a company has, either before or after the commencement of this Act, deposited any of its deb entures to secure
advances from time to time on current account or ot herwise, the debentures shall not be deemed to have been redeemed by
reason only of the account of the company having ce ased to be in debt whilst the debentures remained so deposited.
(6) The re-issue of a debenture or the issue of ano ther debenture in its place under the power by this section given to, or
deemed to have been possessed by a company, whether the re-issue or issue was made before or after the commencement
of this Act, shall be treated as the issue of a new debenture for the purposes of stamp duty, but its shall not be so treated for
the purposes of any provision limiting the amount o r number of debentures to be issued:
Provided that any person leading money on the secur ity of a debenture re-issued under this section which appears to be duly
stamped may give the debenture in evidence in any p roceedings for enforcing his security without payment of the stamp-
duty or any penalty in respect thereof, unless he h ad notice or, but for his negligence, might have discovered that the
debenture was not duly stamped, but in any such cas e the company shall be liable to pay the proper stamp-duly and penalty.
(7) Nothing in this section shall prejudice any pow er to issue debenture in place of any debentures pa id off or otherwise
satisfied or extinguished, reserved to a company by its debentures or the securities for the same.
179. Specific performance of contract to subscribe for debentures:- A contract with a company to take up and pay for
any debentures of the company may be enforced by a decree for specific performance.
180. Payment of certain debts out of assets subject to floating charged in priority to claims under the Charge :-
(1) Where either a receiver is appointed on behalf of the holders of any debentures of a company secur ed by a floating
charge, or possession is taken by or on behalf of t hose debenture-holder of any property comprised on or subject to the
charge, then if the company is not the time in cour se of being wound up, the debt, which in every wind ing up are under the
provisions of Part-V relating to preferential payme nts are to be paid in priority to all other debts, shall be paid forthwith out
of nay assets coming to the hands of the receiver o r the other person taking possession as aforesaid in priority to any claim
for principal or interest in respect of the debentu res.
(2) The periods of time mentioned in the said provi sions of Part-V shall be reckoned from the date of the appointment of the
receiver of possession being taken as aforesaid, as the case may be.
(3) Any payments made under this section shall be r ecouped, as far as may be, out of the assets of the company available
for payment of general creditors.
BALANCE-SHEET, STATEMENTS, BOOKS ETC.
181. Books to be kept by company and penalty for no t keeping them:-
(1) Every company shall keep proper books of accoun t with respect to-
(a) all sums of money received and expended by the company and the matters in respect of which the receipt and
expenditure take place;
(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,
processing, manufacturing, milling extraction and mining activities, such particulars relating to utilisation of
material, labour and other items of overhead cost.
(2) For the purpose of sub-section (1), proper book s of account shall not be deemed to be kept with re spect to the matters
specified therein if there are not kept such books as are necessary to give a true and fair view of th e state of the affairs of
the company and to explain its transactions.
(3) The books of account shall be kept at the regis tered office of the company and shall at all times be open to inspection by
directors during business hours:
Provided that all or any of the books of account ma y, for a period not exceeding six months, be kept at such other place in
Bangladesh as the board of Directors may decide and when the board of Directors so decides, the company shall within seven
days of the decision, file with the Registrar a not ice in writing giving the full address of that other place.
(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 sub-section (1), if proper b ooks of account relating to the transactions effect ed at the branch office are
kept at that office and proper summarised returns, made upto date at intervals of not more than three months, are sent by
the branch office to the company at its registered office or the other place referred to in sub-section (3).
(5) The books of account of every company relating to a period of not less than twelve years immediately preceeding the
current year together with vouchers relevant to any entry in such books of account shall be preserved in good order;
Provided that in the case of a company incorporated less than twelve years before the current year, the books of account for
the entire period preceeding the current year toget her with the vouchers relevant to any entry in such books of account shall
be so preserved.
(6) If any of the persons referred to in sub-sectio n (7) fails to take all reasonable steps to secure compliance by the company
with the requirements of this section, or has, by h is own wilful act, been the cause of any default by the company
thereunder, he shall, in respect of each offence, b e punishable with imprisonment for a term which may extend to six months
or with which may extend to five thousand taka or w ith both.
(7) The persons referred to in sub-section (6) are the following, namely:-
(a) where the company has a managing agent, managin g director executive director, general manager or manager,
such managing agent, managing director, executive d irector, general manager or manager and all officers but
excluding the bankers, auditors and legal advisers;

(b) where such managing agent is a firm, every partner in the firm;
(c) where such managing agent is a body corporate, every director of such body corporate;
(d) where the company has neither a managing agent nor managing director nor executive director nor general
manager nor manager, every director of the company.
182. Inspection of books of account, etc. of compan ies :-
(1) The books of account and other books and papers of every company shall be open to inspection during business hours by
the Registrar or by such other Government officer a s may be authorised by the Government in this behal f.
(2) It shall be the duty of every director or other officer of the company to produce to the person ma king inspection under
sub-section (1), in this section referred to the in specting person, all such books of account and othe r books and other papers
of the company in his custody or control and to fur nish him with any statement, information or explana tion relating to the
affairs of the company as the inspecting person my require of him within such time and at such place as he may specify.
(3) it shall also be the duty of every director and other officer of the company to give to the inspec ting person all assistance
in connection with the inspection which the company may be reasonable expected to give.
(4) The inspecting person may, during the course of inspection-
(i) make or cause to be made copies of books of acc ount and other books; and
(ii) place or cause to be placed any marks of ident ification thereon in token of the inspection having been made.
(5) Notwithstanding anything contained in any other law for the time being in force or any contract to the contrary,
inspecting person shall have the same powers as are Vested in a civil court under the Code of Civil Procedure, 1908 (Act V of
1908), While trying a suit, in respect of the follo wing matters, namely:-
(i) the discovery and production of books of accoun t and other documents, at such place and such time as may be
specified by such person;
(ii) summoning and enforcing the attendance of pers ons and examining them on oath:
(iii) inspection of any books, registers and other documents of the company at any place.
(6) Where an inspection of the books of account and other books and papers of the company has been mad e under this
section, the inspecting person shall make a report to the Government.
(7) The inspecting person under this section shall have all the powers that a Registrar has under his Act in relation to the
making inquiries.
(8) If default is made in complying with the provis ions of this section every officer of the company w ho is in default shall be
punishable with imprisonment for a term not exceedi ng one year and also with a five not exceeding ten thousand taka.
(9) Where a director or anyother officer of a compa ny has ben convicted of any offence under this sect ion, he shall, and from
the date on which he is so convicted, be deemed to have voated his office as such and on such vacation of office he shall be
disqualified for holding such office in any company for a period of five years from such date.
183. Annual balance sheet:- (1) The Board of Directors of every company shall, at every annual general meeting held in
pursuances of section 81, lay before the company a balance sheet together with the profit and loss account or in the case of
a company not trading for profit. an income and exp enditure account for the period specified in sub- section (2) of this
section.
(2) The said profit and loss account or the income and expenditure account shall be prepared for the f lowing period, namely:-
(a) in the case of the first annual general meeting for the period beginning with the date of incorpor ation of the company and
ending on a date which is within nine months preced ing the date of the meeting; and
(b) in the case of any subsequent annual general me eting, for the period beginning with the date immediately after last
account and ending on a date which is-
(i) a date within none months preceeding such meeti ng; or
(ii) in the case of a company carrying or business or having interest outside Bangladesh, a date within twelve
months preceding the date of such meeting; or
(iii) in a case where and extension of time has bee n granted for holding the meeting under section 81, a date within
the said nine or twelve months, as the case may be, preceding the date of holding such meeting under that section.
Provided that date the Registrar may, on an applica tion being made to less before the expiry of the said nine or twelve
months, extend the period by a period not exceeding three months.
(3) The balance sheet and the profit and loss accou nt or income and account shall be caused to be audi ted by the auditor of
the company as in this Act provided and the auditor ‘s report shall be attached thereto or there shall be inserted at the foot
thereof a reference to the report and the report sh all be read before the company in general meeting a nd shall be person to
inspection by any member of the company.
(4) The period to which the account aforesaid relat es is referred to in this Act as a `financial year” and it may be less or more
than a calendar year, but shall not exceed fifteen months:
Provided that it may extend to eighteen months whe re special permission had been granted in that behalf by the Registrar.
(5) If any person, being a director of a company, d efaults in taking all reasonable to comply with the provision of this section,
then he shall, in respect of each such offence, be punishable with fine with may extend to five thousa nd taka.

(6) There shall be kept at the registered office of the company a copy of the balance sheet including profit and loss account
or income and expenditure, as the case may be, and the director’s report for inspection of the members and other categories
of persons as are entitled thereto for a period of at least fourteen days before the general meeting o f the company.
184. Boards report :- (1) There shall be attached to every balance sheet laid before a company in general meeting a report
by its Board of Directors, with respect to-
(a) the state of the company’s affairs;
(b) the amount, if any, which the Board proposes to carry to any resvere in such balance sheet;
(c) the amount, if any, which the Board recommends should be paid by way of dividend;
(d) material changes and commitments, if any, affec ting the financial position of the company which have occurred
between the end of the financial year of the compan y to which the balance sheet related and the date of the report.
(2) The Board’s report shall, so far as is material for the appreciation of the state of company’s aff airs by its members, deal
with any changes which have occurred during the fin ancial years :-
(a) in the nature of the company’s business;
(b) in the company’s subsidiaries or in the nature of the business carried on by them; and
(c) generally in the classes of business in which t he company has an interest.
(3) The Board shall also be bound to give the fulle st information and explanations in its report aforesaid on every
reservation, qualification or adverse remark contai ned in the auditor’s report.
(4) The Board report and any addendum thereto shall be signed by its Chairman if he is authorised in that behalf by the
Board, and where he is not so authorised &, shall b e signed by such number of director as are required to sign the balance
sheet and the profit and loss account or the income and expenditure account, of the company by virtue of sub-section (1)
and (2) of section 189.
(5) If any person, being a director of a company, f ails to take all reasonable steps to comply with the provision of sub-section
(1) to (3) or being the chairman, signs the Boards report otherwise than in conformity with the provisions of sub-section (4),
he shall, in respect of each offence, be liable to fine which may extend to five thousand aka.
185. Form and contents of balance sheet and profit and loss accounts :- (1) The balance sheet of a company shall
contain a summary of the property and assets and of the capital and lilabilities of the company. giving a true and fair view of
affairs as at the end of the financial year, and it shall, subject to the provisions of this section b e in the forms set out in Part-I
of Schedule I. or as near thereto as circumstance a dmit or in such other form as may be approved by th e Government either
generally or in any particular case; and in prepari ng the balance sheet due regard shall be had, as fa r as may be, to the
general instructions for preparation of balance she et under the heading “Notes” at the end of the Part :
Provide that nothing contained in this sub-section shall apply to any insurance or banking company or any company engaged
in the generation or supply of electricity or to an y other class of company for which a form of balanc e sheet has been
specified in or under the law governing such class of company.
(2) Every profit and loss account of a company shal l gave a true and fair view of the profit and or loss of the company for the
financial year and shall, subject as aforesaid, com ply with the requirements of Part II of Schedule XI so far as applicable
thereto:
Provided that nothing contained in this sub-section shall apply to any insurance cor banking company o r any company
engaged in the generation or supply of electricity or to any other class of company for which a form o f profit and loss account
had been specified in or under the law governing su ch class of company.
(3) The Government may, by notification the officia l Gazette, example any class of companies from the requirements of
Schedule XI if, in its opinion, it necessary to gra nt the exemption in the public interest; and any su ch exemption may be
granted either unconditionally or subject of such c onditions as may be speckified in the notification.
(4) The Government may, on the application or with the consent of the Board of Directors of the company, by order, modify
in relation to that company of the requirement of t his Act as to the matters to be stated in the balance-sheet or profit and
loss account for the purpose of adopting them to th e circumstances of the company;
(5) The balance sheet and the profit and loss accou nt of a company shall not be treated as not disclosing a true and fair view
of the state of affairs of the company merely be re ason of the fact that they do not disclose-
(i) in the case of an insurance company, any matter s which are not required to be disclosed by the Insurance Act,
1938 (IV of 1938);
(ii) in the case of a banking company, any matters which are not required to be disclosed by the
(iii) in the case of a company engaged in the gener ation or supply of electrify, any matters which are not required to
be disclosed by the Electricity Act, 1910 (IX of 19 10);
(iv) in the case of a company governed by any other law for the time being inf force, any matters which are not
require to be disclosed by such law;
(v) in the case of any company, any matters which a re not required to be disclosed by virtue of the provisions
contained in Schedule XI or by virtue of the notifi cation issued under sub-section (3) or an order iss ued under sub-
section (4).
(6) For the purposes of this section, except where the context otherwise requires any reference to bal ances-sheet or to profit
and loss account shall include any notes hereon or documents annexed thereto, giving information requi red by this Act and
allowed by this Act to be given in the form of such noted or documents.

(7) If any such person as is referred to in sub-section (7) of section 181 fails to take all reasonable steps to secure
compliance by the company, as regards any accounts laid before the company in general meeting, with this section and with
the other requirements of this Act as to in the acc ounts, he shall, in respect of each offence, be punishable with
imprisonment for a term which may extend to six mon ths or with fine which may extend to five thousand taka or with both:
Provided that no person shall be sentenced to impri sonment for any such offence unless it was committe d willfully.
186. Balance sheet of holding company to include ce rtain particulars as to its subsidiaries :-(1) There shall be
attached to the balance sheet of a holding company having a subsidiary or subsidiaries as the end of the financial year as at
which the holding company’s balance sheet is made o ut, the following documents in respect of such subsidiary or each such
subsidiary, as the case may be-
(a) a copy of the balance sheet of the subsidiary;
(b) a copy of the its profit and loss account;
(c) a copy of the report of its Board of Directors;
(d) a copy of the report of its auditors;
(e) a statement of the holding company’s interest i n the subsidiary as specified in sub-section (6);
(f) the statement referred to in sub-section (80, i f any; and
(g) the report referred to in sub-section (9), if a ny.
(2) The balance sheet referred to in clause (a) of sub-section (1) shall be made out in accordance wit h the requirement of
this Act as at the end of the financial year of the subsidiary next before the day as at which the hol ding company’s balance
sheet is made out.
(3) The profit and loss account and the reports of the Board of directors and of the auditors referred to in clause (b), (c) and
(d) of subsection (1) shall be made out in accord ance with the requirements of this Act for the financial year of the
subsidiary referred to in sub-section (2).
(4) the financial year aforesaid of the subsidiary shall not end on a day which the holding company’s financial year ends by
more than six months.
(5) Where the financial year of subsidiary is short er in duration than that of its holding company, re ference to the financial
year of the subsidiary in sub-sections (2), (3) and (4) shall be construed as reference to two or more financial years of the
subsidiary the duration of which, in the aggregate is not less than the duration of the holding compan y’s financial year.
(6) The statement referred to in clause (e) of sub- section (1) shall specify-
(a) The extent of the holding company’s interest in the subsidiary at the end of the financial year or at the end of the last of
the financial years of the subsidiary;
(b) the net aggregate amount, so far as it concerns members of the holding company and is not dealt wi th in the company’s
accounts, of the subsidiary profits after deducting its losses or vice-versa-
(i) for the financial year or years of the subsidia ry as aforesaid; and
(ii) for the previous financial years of he subsidi ary since it became the holding company’s subsidiar y;
(c) the nest aggregate amount of the profits of the subsidiary after deducting its losses or vice-versa-
(i) for the financial year or years of the subsidia ry as aforesaid; and
(ii) for the previous financial years of the subsid iary since it become the holding company’s subsidia ry;
so far as those profits are dealt with, or provisio n is made for those losses, in the company’s accoun ts.
(7) Clauses (b) and (c) of sub-section (6) shall ap ply only to profits and losses of the subsidiary which may properly be
treated in the holding company’s accounts as revenu e profits or losses; and profits or losses attributable to any other of its
subsidiaries shall not, for that or any other purpo se, be treated as aforesaid so far as they are prof its or losses for the period
before the date of or as from which the shares were acquired by the company or any of its subsidiaries, except that they may
in a proper case be so treated where-
(a) the holding company is itself he subsidiary of another body corporate; and
(b) the shares were acquires from that body corpora te or a subsidiary of this.
Explanation: – For the purpose of determining whether any profit s or losses are to be treated as profits or losses for the said
period, the profits or loss for any financial year of the subsidiary may, if it isn’t practicable to apportion it with reasonable
accuracy by reference to the facts, be treated as a ccruing from day to day during that year and be app ortioned accordingly.
(8) Where the financial year or years of a subsidia ry referred to insub-section (5)) do not coincide with the financial year of
the holding company, a statement containing informa tion on the followingmaters had also to be attached to the balance
sheet of the holding company:-
(a) whether there had been any changes and, if so w hat change took place in the holding company’s interest in the
subsidiary between the end of the financial year or of the last of the financial years of the subsidiary and the end of the
holding company’s financial year;
(b) details of any material change, which have occu rred between the end of the financial year or of the last of the financial
years of the subsidiary and the end of the holding company’s financial year in respect of-

(i) the subsidiary’s fixed asset;
(ii) its investments;
(iii) the moneys borrowed by its for nay purpose other than that of meeting cured liabilities.
(9) If, for any reason, the Board of Directors of t he holding company is unable to obtain information of any of the matters
requires to be specified by sub-secion (7), a repor t in writing to that effect shall be attached to the balance sheet of the
holding company.
(10) The document referred to in clause (e), (f) an d (g) of sub- section (1) shall be signed by the persons by whom the
balance sheet of the holding company is required to be signed.
(11) The Government may on the application or with the consent of the Board of Directors of the Company, direct that in
relation to any subsidiary, the provisions of this section shall not apply, or shall apply only to suc h extent as may be specified
in the direction.
(12) If nay such person as is referred to in sub-se ction (70 of section 181 fails to take all reasonable steps to comply with the
provisions of this section, he shall, in respect of each offence, be punishable with imprisonment for a terms which may
extend to six months, or with fine which may extent to one thousand taka, or with both:
Provided that in any proceedings against any person in respect of an offence under this section, it shall be a defence to prove
that a competent and reliable person was charged wi th the duty of seeing that the provisions of this section were complied
with and that he was in a position to discharge tha t duty:
Provided further that no person shall be sentenced to imprisonment for any such offence unless it was committed willfully.
187. Financial year of holding company and subsidia ry:-(1) Where it appears to the Government that it is d esirable for
a holding company or a holding company’s subsidiary to extent its financial year so that the subsidiary’s financial year many
end with that of the holding company, and for that purpose to postpone the submission of the relevant account to a general
meeting, the Government may, on the application or with the consort of the Board of Directors of the company whose
financial year is to be extended, director that in the case of that company, the submission of account s to a general meeting,
the holding of a general meeting or the making of a n annual return, shall not be required to be submitted or made earlier
than the dates specified in the direction not with standing anything to the contrary in this Act or in any other law for the time
being in force.
(2) The Government shall, on the application of the Board of directors of a holding company or a holdi ng company’s
subsidiary, exercise the powers conferred on its by sub-section (1), if it is necessary to doin order to secure that the end of
the financial year of the subsidiary does not prece de the end of holding company’s financial year by m ore than six months,
where that is not the case at he commencement of hi s Act or at the date on which the relationship of holding company and
subsidiary comes into existence where that date is later than the commencement of this Act.
188. Right of holding company’s representatives and member:- (1) A holding company may, by resolution authorise
its representatives named in the resolution to insp ect the books of account of any such subsidiary sha ll be open to
open to inspection by those representatives at any time during business hours.
(2) The rights conferred by section 195 upon member s of a company may be exercised, in respect of any subsidiary, by such
representative of the holding company as if they al one were members of the subsidiary.
189. Authentication of balance sheet, profit and lo ss account, etc:- (1) Save as provided by sub-section (2), every
balance sheet, and every profit and loss account or income and expenditure account shall be signed on behalf of the Board of
Directors-
(i) in the case of banking company, by the manager, or managing agent, if nay, and, where there are mo re than
three directors of the company, by at least three o f those directors or, where there are not more than three
directors, by all the directors;
(ii) in the case of any other company, by its manag ing agent, manager or secretary, if any, and by not less than two
directors of the company one of whom shall be the m anaging director where there is one.
(2) When the total number of directors of the compa ny for the time being in Bangladesh is less than the number of directors
whose signatures are required by sub-section (1), t hen the balance sheet and profit and loss account o r the income and
expenditure account shall be signed by all the dire ctors for the time being in Bangladesh, or if there is only one director for
the time being in Bangladesh, by such director but in such case, there shall be attached to the balance sheet, and the profit
and loss account or the income and expenditure acco unt a statement signed by such director or directors explaining the
reason for non-compliance with the provisions of su b-section (1).
(3) The balance sheet and the profit and loss accou nt or income and expenditure account shall be appro ved by the Board of
Directors before they are signed on behalf of the B oard in accordance with the provisions of this section and before they are
submitted to the auditors for their report thereon.
(4) If any copy of a balance sheet or profit and lo ss account or income and expenditure account, which had not been signed
as required by sub-section (1) and (2), it issued, circulated or published or if any copy of a balance sheet it issued, circulated
or published with there being annexed or attached h ereto, as the case may be, a copy of that account, any accounts, reports
or statements which, by virtue of section 186 are r equired to be attached to the balance sheet, the au ditors, report, and the
Board’s report referred to in section 185 or if any default is made in complying with other requiremen t of this section the
company and every office of the company who is in d efault, shall be punishable with imprisonment for a term which may
extend to six months of with fine which may extend to two thousand taka or with both.
190. Copy of balance-sheet, etc. to be filed with R egistrar: (1) After the balance sheet and profit and loss acc ount or
the income and expenditure account, as the case may be, have been laid before a company at an annual general meeting as
aforesaid, there shall be filed with the Registrar, within thirty days from the date on which the bala nce sheet and the profit

and loss accounts were so laid, or where the annual general meeting of a company for any year has not been held, there
shall be filed with the Registrar within thirty day s from the last day on which that meeting should ha ve been held in
accordance with the provisions of this Act three co pies of the balance-sheet, and of the profit and loss account or the income
and expenditure account, as the case may by signed by the managing director, managing agent, a manger or secretary of
the company or if there be none of these, by a dire ctor of the company, together with three copies of all documents which
are required by this Act to be annexed or attached to such balance-sheet or profit and loss account or income and
expenditure account:
Provided that in the case of a private company, whi ch is not an subsidiary of a public company, no person other than a
member of the company shall be entitled to inspect or to obtain copies of the profit and loss account of that company.
(2) If the annual general meeting of a company befo re which a balancesheet is laid as aforesaid does not adopt the balance-
sheet or, if the annual general meeting of a compan y for any year has not been half, a statement of that fact and of the
reasons therefor shall be annexed to the balance-sh eet and to the copies thereof required to be file with the Registrar.
(3) If a company makes default in complying with th e requirements of this section, it shall be liable to a fine not exceeding
one hundred taka for every day during which the def ault continues, and every office of the company who knowingly and
willfully authorises or permits the default shall b e liable to the like penalty.
191. Right of members to copies of account and repo rt:- (1) A copy every balance sheet, including the profi t and loss
account, the auditors report or the income and expe nditure account and every other document required b y law to be
annexed or attached, as the case may be, to the bal ance sheet which is to be laid before a company in general meeting shall,
not less than fourteen days before the date the mee ting, be sent free of charge, to every member of the company, to every
holder of debentures issued by the company, not bei ng debentures which ex-facie are payable to the bearer thereof, to every
trustee for the holders of any debentures issued by the company, whether such member, holder or truste e is or is not
entitled to have notices of the general meeting of the company sent to him, and to all persons other t han such members,
holders or trustees being persons so entitled:
Provide that :-
(a) in the case of a company not having a share cap ital, this subsection shall not require the sending of a copy of the
document aforesaid to an member, or holder of deben tures, of the company who is not entitled to have notices of general
meetings of the company sent to him;
(b) this sub-section shall not require a copy of th e document aforesaid to be sent-
(i) to a members, or holder of debentures, of the c ompany who is not entitled to have notices of gener al meetings of
the company sent to him and of show address the com pany is unaware;
(ii) to more than one of the joint holders of any s hares of debentures none of whom is entitled to hav e such notices
sent to him; or
(iii) in the case of joint holders of any shares or debentures some of whom are and some of show are n ot entitled, to
have such notes sent to them, to those who are not entitled; and
(c) if the copies of the documents aforesaid are se nt less than fourteen days before the date of the m eeting, they shall not
withstanding that fact, be deemed to have been duly sent to the members entitled to vote at the meeting if they do not raise
any objection to such sending.
(2) Any member or holder of debentures of a company whether he is or is not entitled to have copies of the company’s
balance sheet sent to him, shall, on demand, be ent itled to be furnish without charge, and
any person from whom the company had accepted a sum of money by way of deposit shall, on demand accompanied by the
payment of fee of ten taka, be entitled to be furni shed with a copy of the last balance sheet of the c ompany and of every
document required, by law to be annexed or attached thereto, including the profit and loss account and the auditor’s report
and such documents shall be delivered to him within seven days from such demand.
(3) If default is made in complying with sub-sectio n (1) and (2), the company, and, also every officer of the company who is
in default, shall be punishable with fine which may extend to five hundred taka.
(4) If, when a person makes a demand for a copy or any document with which he is entitled to be furnished by virtue of
sub-section (2) default is made in complying with t he demand within seven days after the making thereo f, the company, and
also every officer of the company who is in default , shall be punishable with fine which may extend to five hundred taka,
unless it is proved that the person had already mad e a demand for and been furnished with copy of the document; and in
case of such default, the Court, apart from imposin g the penalty, may also, by order, direct that the copy demanded shall
forthwith be furnished to the person concerned.
(5) Sub-section (1) to (4) shall not apply in relat ion to a balance sheet of a private company laid be fore it before the
commencement of this Act and in such a case the rig ht of any person to have sent to him or to be furnished with a copy of
the balance sheet, and the liability of the company in respect of a failure to satisfy that right, shall be the same as they would
have been if this Act be had not been passed.
Statement to be published by Banking and certain ot her companies:-
192. Certain companies to publish statement in sche dule:-(1) Every company being a limited Banking company o r an
insurance company for a deposit, provident or benef it society shall, before, it commences bushiness, and also on the first
Monday in February and the First Monday in August i n every year during which it carries on business make a statement
herein after referred to as the said statement in t he form as in Schedule XII, or as near thereto as c ircumstances will admit.
(2) A copy of the said statement together with a co py of the last audited balance sheet laid before the members of the
company shall be displayed and, until the display o f the next following statement, kept displayed in a conspicuous place in
the registered office of the company, and in every branch office or place where the business of the co mpany is carried on.

(3) Every member and every creditor of the company shall be entitled to a copy of the sum statement on payment of a sum
not exceeding five taka.
(4) If a company makes default in complying with th e requirements of this section, it shall be liable to a fine not exceeding
one hundred taka for everyday during which the defa ult continues; and, also every officer of the company who knowingly and
willfully authorises or permits the default shall b e liable to the like penalty.
(5) This section shall not apply to a life insuranc e company or provident insurance society, to which the provisions of the
Insurance Act, 1938 (IV of 1938), or any other insu rance law for the time being in force as to the annual statement to be
made by such company or society apply with or witho ut modification, if the company or society complies with those
provisions.
Investigation by the Registrar
193. Power of Registrar to call for information or explanation: – (1) Where the Registrar, on perusal of any document
which a company is required to submit to him under the provision of this Act, or on receipt of a written objection against an
such documents from any member of the company, is o f opinion that any information explanation is necessary in order that
such document may afford full particulars of the ma tter to which it purports to relate, he may, by a written order, call on the
company to furnish in writing such information or e xplanation or to produce such books or papers, as m ay be required by him
within such time as he may specify in his order.
(2) On the receipt of an order under sub-Section (1 ), it shall be the duty of all persons who are or have been officer of the
company to furnish such information or explanation (1) to the best of their power.
(3) If an such person refuse or neglects to furnish any such information or explanation, he shall be l iable to a fine not
exceeding five hundred take in respect of each offe nce and the Court may, on the application of the Re gistrar and upon
notice to the company, make an order on the company for production of such document as in its opinion may reasonable be
Required by the registrar for his investigation and allow the Registrar inspection thereof on such ter ms and conditions as it
thinks fit.
(4) On receipt of such information or explanation, the Registrar may annex the same to the original do cument submitted to
him and any additional document so annexed by the R egistrar shall be subject to the like provisions as to inspection and the
taking of copies as the original documents are subj ect.
(5) If such information or explanation or additiona l document is not furnished within the time specified by the Court or the
Registrar, or if after per*sual of such information or explanation or additional document; the Registr ar is of opinion that the
document in question discloses an unsatisfactory st ate of affairs, or that it does not discloses an unsatisfactory state of
affairs, or that it does not disclose a full, fair, and true, statement of the matters to which it pur ports to relate, the Registrar
may direct the company to correct the documents in the manner directed by him or may report in writing the circumstances
of the case to the government.
(6) If it is represented to the Registrar on materi als placed before him by any member contributory, creditor or any other
person interested that the business of a company is being carried on in fraud of its member, creditors or persons dealing with
the company or for a fraudulent purpose that the af fairs of the company are not being managed in accor dance with the
provisions of this Act, he may after giving the com pany an opportunity of being hear, by a written ord er, call on the company
for information or explanation on matters specified in the order or required the company to produce an y document with such
time as he may specify in the order and the provisi on of sub-section (2), (3) and (5) of this section shall apply to such order.
(7) If upon investigation, the Registrar is satisfi ed that any representation on which he had taken ac tion under sub-section
(6) is false, frivolous or vexatious, he shall disc lose the identify of the informant to the company.
(8) The provisions of this section shall apply muta tis mutatis to documents which a liquidator is requ ire to file under this Act.
194. Seizure of document by Registrar :- (1) Where upon any information, the Registrar has reasonable ground to
believe that books and papers of or relating to and company or other body corporate or any managing ag ent or managing
director or manager of such company or other body c orporate, or any associate of such managing agent or managing director
or manager may be destroyed, mutilated, falsified o r secreted the Registrar may make an application to the Magistrate of the
first class have jurisdiction for an order for the seizure of such books and papers.
(2) After considering the application and hearing t he Register. if necessary, the Magistrate may, be o rder, authorise the
Registrar-
(a) to enter, with such assistance as may be requir ed, the place or places where such books and papers are kept;
(b) to search that places or those place in the man ner specified the order;
(c) to seize such books and papers as he considers necessary.
(3) The Registrar shall return the books and papers seized under this cection as soon as may be, and i n any case not later
than the thirtieth day, after such seizure, to the company, or the other body corporate, or as the cas e may be, to the
managing agent or the associate of such managing ag ent or managing director or the manager or the associate of such
managing agent or managing director or manager or a ny other person, from whose custody or power they were seized, and
shall inform the Magistrate of such return:
Provided that the Registrar may, before returning s uch books and papers as aforesaid, take copies of, or extracts from, them
or place indemnification marks on them or any part thereof or ideal with them in such other manner as he considers
necessary.
(4) Save as otherwise provided in this section, eve ry search or seizure made under this section shall be carried out in
accordance with the provision of the Code of Crimin al Procedure, 1898 (Act V of 1898) relating to search or seizure, made
under that Code.
Inspection and Audit

195. Investigation of affairs of company by inspectors:- The Government may appoint one or more competent
inspectors to investigate the affairs of any compan y and to report thereon in such manner as the Gover nment may direct-
(a) in the case of a company having a share capital , on the application of members holding not less than one-tenth of the
shares issues;
(b) in the case of a company not having a share cap ital, on the application of not less than one-fifty in number of the person
on the company is register of members;
(c) in the case of any other company, on a report b y the Registrar undersection 193(5).
196. Application for inspection to be supported by evidence :- An application by members of a company under secti on
195 shall be supported by such evidence as the Gove rnment may require for the purpose of showing that the applicants have
good requiring for requiring the investigation; and the Government may also, before appointing an insp ector, require the
applicants to give security for payment of the cost s of the inquiry.
197. Inspection of books and examination of officer s:- Without prejudice to its powers under section 195, the
Government-
(a) shall appoint one or more competent persons as inspectors to investigate the affairs of a company and to report thereon
in such manner as the Government may direct, if the company, by a special resolution or, the Court, by an order, declares
that the affairs of the company ought to be investi gated by an inspector-appointed by the Government; and
(b) may do so if, in the opinion of the Government, there are circumstances suggesting-
(i) that the business of the company is being condu cted with intent to defraud its creditors, members any other
persons, or otherwise for a fraudulent or unlawful purpose, or in a manner oppressive of any of its me mbers, or that
the company was formed for any fraudulent or unlawf ul purpose; or
(ii) that persons concerned in the formation of the company or the management of its affairs have in c onnection
therewith been guilty of fraud, misfeasance or othe r misconduct toward the company or towards may of i ts
members; or
(iii) that the members of the company have not been given all the informations with respect to its affairs which they
might reasonable expect.
198. Firm, body corporate or association not to be appointed inspect :- No firm, body corporate or other association
shall be appointed an inspector under section 195 o r section 197.
199. Powers of inspectors to carry investigation in to affairs of related companies or of managing agen t or
associate :- (1) If any inspector appointed under section 195 or 197 to investigate the affairs of a company thinks it
necessary, for the purposes of his investigation, t o investigate also the affairs of-
(a) any other body corporate which is, or was at an y relevant time the company’s subsidiary or holding company’s or a
subsidiary of its holding company, of a holding com pany, of its subsidiary.
(b) an other body corporate which is to has at any relevant time been managed-
(i) by any person as managing agent, or as managing director or as manager, who is, or was at the relevant time,
either the managing agent or the managing director or the manager of the company: or
(ii) by any person who is or was at the relevant ti me as associate of the managing agent; or
(iii) by any person of whom the managing agent is, or was at the relevant time, as associate; or
(c) any other body corporate which is, or was at an y relevant time, managed by the company or whose Bo ard of Director
comprises of nominees of the company or is accustom ed to act in accordance with the direction of-
(i) the company, or
(ii) any of the directors of the company, or
(iii) any company whose directorship is held by the employee of nominees of those having the control a nd
management of the first mentioned company; or
(d) any person, who is, or was at any relevant time , the company’s managing agent, managing director o r manager of an
associate of such managing agent,
then the inspector shall, subject to the provision of sub-section (2), have power to investigate and s hall report on the affairs
of the other body copperplate, the managing agent, managing director, manager or associate of the mana ging agent, as for
as he thinks that the result of his investigating t hereof are relevant to the investigation of the aff airs of the first-mentioned
company.
(2) In the case of any body corporate or person ref erred to in clause (b) (ii) (iii), (c) or (d) of sub-section (1), the inspector
shall not exercise his affairs without first having obtained the prior approval of the government ther eto:
Provided that before according approval under this sub-section, the Government shall give the body cor porate or persons a
reasonable opportunity to show cause as to why such approval shall not be accorded.
200. Production documents and evidence :- (1) It shall be the duty of all officers and employees and agents of the
company, and where the company is or was managed by a managing agent, and where the affairs of any other body
corporate or of a managing agent or of an associate of a managing agent are investigated by virtue of section 199, of all
officers and employees and agents of such body corp orate, managing agent or associate, and where such managing gent or
associate is or was a firm of all partners in the f irm-

(a) to preserve and to produce to the inspector or any person authorised by him in this behalf with th e previous
approval of the government, all books and papers of , or relating to, the company or, as the case may be, of or
relating to the other body corporate, managing agen t or associate which are in their custody or powers; and
(b) otherwise to give to the inspector all assistan ce in connection with the investigation which they are reasonably
able to give.
(2) The inspector may, with the previous approval o f the Government, require anybody corporate other t han a body
corporate referred to in sub-section (1) to furnish such information, or produce such book, and papers before, him or any
person authorised by him in this behalf with the pr evious approval of the Government as he may conside r necessary, if the
furnishing of such information or the production of such books and papers is relevant or necessary fo r the purposes of his
investigation.
(3) The inspector may keep in his custody any books and papers produced under sub-section (1) or (2) for six months and
thereafter shall return the same to the company, bo dy corporate, firm or individual by whom or on whos e behalf the books
and papers are produced:
Provided that the inspector may again call for the books and papers if they are needed again:
Provided further that if certified copies of the bo oks and papers produced under sub-section (2), are furnished to the
inspector, he shall return those books; and papers to the body corporate concerned.
(4) An inspector may examine on oath any of the per sons referred to in sub-section (1) or with the previous approval of the
Government, any other person, in relation to the af fairs of the company, other body corporate, managin g agent or associate,
as the case may be, and may administration oath acc ordingly and for that purpose may require any of those persons to
appear before him personally.
(5) If any person fails without reasonably cause or refuses-
(a) to produce to an inspector or an person authori se by him in this behalf with the previous approval of the
Government any books or paper which it is his duty under sub-section (1)) or (2) to produce; or
(b) to furnish any information which it is duty und er sub-section (2) to furnish; or
(c) to appear before the inspector personally when required to do so under sub-section (4) or to answe r any
question which is put to him by the inspector in pu rsuance of that sub-section ; or
(d) to sign the notes of any examination referred t o in sub-section (6), he shall be punishable white imprisonment
for a terms which may extend to six months, or with fine which may extend to five thousand take, or with both, and
also with a further fine which may extend to five h undred take for every day after the first during wh ich the failure
or refusal continues.
(6) Notes of any examination under sub-section (4) shall be taken down in writing and shall be read ever to, or by, and
signed by, the person examined, and may thereafter be used in evidence against him.
(7) In this section-
(a) the expression “officers” in relation to any co mpany or other body corporate, included any trustee for the
debenture holders such of company or body corporate ;
(b) the expression “agent” in relation to any compa ny, other body corporate or person, means, any one acting or
purporting to act for or on behalf of such company, body corporate or person, and includes the bankers , and legal
advisers of, and persons employed as auditors by su ch company, body corporate or person; and
(c) any reference to officers and employees, agent or partners shall be construed as a reference to past as well as
present officers and other employees, agent or part ners, as the case may be.
201. Seizure of document by inspectors:- (1) Where in the course of investigation under sect ion 195 or section 197, the
inspector has reasonable ground to believe that the books and papers of, or relating to, any company o r other body
corporate or any managing agent or managing directo r or manager of such managing agent may be distorte d, mutilated,
altered, falsified or secreted the inspector may ma ke an application to the Magistrate of the First Class having jurisdiction for
an order for the seizure of such books and papers.
(2) After considering the application and hearing t he inspector, if necessary, the Magistrate may be o rder authorise the
inspector-
(a) to enter, with such assistance as may be requir ed, the place or places where such books and papers are kept;
(b) to search that place or those places in the man ager specified in the order; and
(c) to seize books and papers he considers necessar y for purposes of his investigation.
(3) The inspector may keep in his custody the books and papers seized under this section for such period not later than the
conclusion of the investigation as he considers nec essary and thereafter shall return the same to the company or the other
body corporate or, as the case may be, to the manag ing agent or the associate of such managing agent or the managing
director or the manager or any other person from wh ose custody or power they were sized and shall inform the Magistrate of
such return:
Provided the the inspector may, before returning su ch books and papers as aforesaid, place identification makes on them or
any part thereof.
(4) Save as otherwise provided in this section, eve ry search or seize made under this section shall be carried out in
accordance with the provision of the Code of Crimin al Procedure, 1898 Act, (V of 1898) relating to search of seizure made
under the Code.

202. Inspector’s report :- (1) Inspectors may, and if so directed by the Gover nment shall, make interim reports to the
Government, and on the conclusion of the investigat ion, shall make a final report to the Government; and any such report
shall be written or printed, of the Government may direct.
(2) The Government-
(a) shall forward a copy of the final report to the company at its registered office, and also to any other body, corporate,
managing agent, or associate if dealt with in the r eport by virtue of section 199;
(b) may, if it thinks, fit furnish a copy thereof, on request and on payment of the prescribed fee, to any person
(i) who is a member of the company or other body co rporate including a managing agent or associate of a managing
agent where such managing agent or associate is a b ody corporate dealt with in the report by virtue of section 199;
(ii) who si a partner in the firm where such managi ng agent or associate is a firm;
(iii) whose interest as a creditor of the company, other body corporate, managing agent or associate a foresaid
appears to the Government to be affected;
(c) shall, where the inspectors are appointed under clause (a) or (b) of section 195, furnish at the request of the applicants
for the investigation a copy of the report of them;
(d) shall, where the inspectors are appointed under clause (a) of section 197 in pursuance of and order of the Court, furnish
a copy of the report to the Court; and
(e) may also cause the report to be published.
203. Prosecution- (1) If, from any report made under section 202 it appears to the Government that any person has, in
relation to the company or in relation to any other body corporate, managing agent, or associate of ot her body corporate,
managing agent, or associate of a managing agent wh ose affairs have been investigated by virtue of section 199. been guilty
of any offence for which he is criminally liable, t he Government may prosecture such person for the of fence; and
It shall be the duty of all officer and employees a nd agents of the company, body corporate, managing agent or associate, as
the case may be, other than the accused in the proc eedings, to give the Government all assistance in connection with the
prosecution which they are reasonably able to give.
(2) Subsection (7) of section 200 shall apply for t he purpose of this section as it applies for the purposes of that section.
204. Application for winding up of company or an or der in that behalf- if any such company or other body corporate
or any such managing gaent, or associate, being bod y corporate, as is mentioned in section 199, is liable to be wound up
under this Act, and it appears to the Government fr om any such report as aforesaid that it is expedient so to do by reasons
of any crrcumstances as are referred to in sub- cla use(i) or (ii) of clause (b) of section 197, the Government may, unless the
company, body corporate, managing agent or associat e is already being wound up by the Court, cause to be presented to the
Court by the Registrar;
(a) a petition for the winding up of the company, b ody corporate, managing agent, or associate on the ground that it is just
and equitable that it should be wound up;
(b) an application for an order under section 233;
(c) both a petition and an application as aforesaid .
205. Proceedings for recovery of damages or propert y-(1) If from any report made under section 201 it ap pears to the
Government that proceedings ought, in the public in terest, to be brought by the ompany or anybody corp orate whose affairs
have been invested in pursuance of clause (a), (b) or (c) of section 199.
(a) for the recovery of damages in repeat of any fr aud, misfeasance or other misconduct in connection with the
promotion or formation, or the management of the as airs, or such company of body corporate; or
(b) for the necessary of any property of such compa ny, or body corporate, which has been misapplied or wrongfully
retained:
the Government may itself bring preceding for such purpose in the name of such company or body corpora te.
(2) The Government shall indemnify such company or body corporate against any costs or expencess incurred by it in, or in
connection with any proceedings brought by virtue s ub-section (1), if such proceedings is found to be frivolous.
206. Expenses of investigation – (1) The expenses of and incidental to an invesgatin by an inspector appointed by the
Government under section 195 or 197 shall be defray ed in the first instance by the Government; but the following persons
shall, to the extent mentioned below, be liable to reimburse the Government in respect of expenses of such investigation :-
(a) any persons who is convicted on a prosecution i nstituted in pursuance of section 203, and who is ordered to pay damages
or restore any property in the proceedings brought by virtue of section 205, may, in the some proceedi ngs be ordered to pay
the said expenses to such extent as may be specifie d by the court convicting such person, or ordering him to pay such
damages or restore such property, as the case may b e;
(b) in any company or body corporate in whose name proceedings are brought under section 205 (1) shall be liable to pay
the cost of the investigation but not exceeding the amount or value of any some or property recovered by it as a result of the
proceedings; and
(c) unless, as a result of the investigation, a pro secution is instituted in pursuance of section 203-
(i) any company, body corporate, managing agent, as sociate, managing director or manager dealt with by report of
the inspector shall be liable to reimburse the gove rnment in respect of the whole expenses, unless and except in so
far as the Government otherwise directs; and

(ii) the application for the investigation, where the inspector was appointed under clause (b) of sub- section (i) shall
be a first charge on the sums or property mentioned in that clause.
(3) The amount of expenses in respect of which any company, body corporate, managing agent, associate, managing director
or manager is liable under sub-clause (i) of clause (c) of sub-section (1) to reimburse the Government , shall be recoverable
from that company, body corporate, managing agent, associate, managing director or manager, ask an arrears of land
revenue.
(4) for the purposes of this section, any costs or expenses incurredely the Government in or in conne ction with proceedings
brought by virtue section 205 including expenses in curred by vi*ture of sub-section (2) thereof shall be treated as expenses
of the investigation giving rise to the proceedings .
(5) Any liability to reimburse the Government impos ed by clause (a) and (b) of sub-section (1) shall, subject to satisfaction
of the right of the Government to reimbursement, be a liability also to indemnify all persons against liability under clause (c)
of that sub-section.
(6) Any such liability imposed by clause (a) of sub section (1) shall, subject to the right of the Government as to
reimbursement, be a liability also to indemnify all persons against liability under clause (b) of the said sub-section.
(7) Any person liable under the clause (a) or (b) o r (c) of sub- section (1) shall be entitled to contribution from any other
persons liable under the same clause or claises as the case may be, according to the amount of their r espective liabilities
thereunder.
(8) In so far as the expenses to be defrayed by the Government under this section are not recovered th ereunder, they shall
be paid out of moneys provided by Parliament.
207. Power of company to appoint inspectors- (1) A company may, by a special resolution, appoint inspectors to
investigate its affairs.
(2) Inspectors so appointed shall have the same pow ers and duties as inspectors appointed by the Government, except that,
instead of reporting to the government, they shall report in such manner and to such persons as the co mpany in general
meeting may direct.
(3) All persons who are or were officers of the com pany shall incur the penalties in case of refusal to produce any book or
document required to be produced to inspectors so a ppointed, or to answer any question, as they would have incurred if the
inspectors had been appointed by the Government.
208. Report of the inspectors to be evidence.- a copy of the report of any inspector appointed un der this Act
authenticated by the seal of a company whose affair s they have investigated, shall be admissible in any legal proceeding as
evidence of the opinion of the inspector in relatio n to any matter contained in the report.
209. Saving for legal adviser and bankers- Nothing in section 193 to 206 shall require the dis closure to the Registrar or
to the Government or to any inspector appointed by the Government-
(a) by a legal adviser, of any privileged communica tion made to him in that capacity, except as respec t the name and
address of his client; or
(b) by the bankers of any company, other body corpo rate, managing agents, or associate of he managing agent or managing
director or manager referred to in the sections afo resaid, as such bankers of any information as to th e affairs of any of there
customers.
210. Appointment and remuneration of auditors- (1) Every company shall, at each annual general meeting appoint an
auditor or auditors to hold office from the conclus ion of that meeting until the next annual general m eeting and shall within
seven days of the appointment, give intimation ther eof to every auditor so appointed:
Provided that no person can be appointed auditor of any company unless his written consent has been ob tained prior to such
appointment or re-appointment.
(2) Every auditor appointed under sub-section (1) s hall, within thirty days of the receipt from the company of the intimation
of hi appointment, inform the Registrar in writing that he has accepted, or refused to accept, the app ointment.
(3) At any annual general meeting a retiring audito r, by whatsoever authority appointed, shall be reap pointed, unless-
(a) he is not qualified for re-appointment; or
(b) he has given the company notice in writings of his unwillingness to be re-appointed; or
(c) a resolution has been passed at that meeting ap pointing somebody else instead of him or providing expressly
that he shall not be re-appointed:
Provided that for the purpose of passing a resoluti on under clause (c), a notice thereof shall in accordance with section 211
be issued prior to the meeting, and such resolution cannot be passed except on the ground of death, in capacity or dishonesty
of disqualification of the retiring auditor,
(4) if an appointment of an auditor is not made at an annual general meeting, the Government may appoi nt a person to fill
the vacancy.
(5) The company shall, within seven days of the Gov ernments power under sub-section (4) becoming exerc isable, give notice
of that fact to the Government; and, if a company f ails to give such notice, the company, and also every officer of the
company who is in default, shall be punishable with fine which may extent to one thousand take.
(6) The first auditor or auditors of a company shal l be appointed by the Board of Directors within one months of the date of
Registration of the company, and the auditor or aud itors so appointed shall hold office until the conclusion of the first annual
general meeting:

Provided that- (a) the company may, at a general meeting remove an y such auditor or all or any of such auditors and appoint in
his or their place any other persons or persons who have been nominated for appointment by any member of the
company, and or whose nomination notice has been gi ven to the members of the company not less than fourteen
days before the date of the meeting: and
(b) if the Board of Directors fails to exercise its powers under this sub-section, the company in a ge neral meeting,
may appoint the first auditor or auditors.
(7) The Board may fill any casual vacancy is the of fice of any auditor, but while any such vacancy con tinues, the remaining
auditor or auditors, if any, many act:
(8) Any auditor appointed in a causal vacancy shall hold office until the conclusion of the next annual general metting.
(9) Except as provided in the process pursuant to s ub-section (7), any auditor appointed under his section may be removed
from office before the expire of his term only by a special resolution of the company in the general m eeting.
(10) the remuneration of the auditors of a company-
(a) in the case of an auditor appointed by the Boar d or the Government, shall be fixed by the Board or the
Government respectively : and
(b) subject to clause (a), shall be fixed by the co mpany in the general meting or in such manner as th e company in
the general meeting may determine.
(11) for the purposes of sub-section (10), any sums paid by the company in respect of the auditors exp enses shall be
deemed to be included in the expression “remunerati on”.
211. Provisions as to resolutions for appointing or removing auditors:-(1) Special notice shall be required for a
resolution at an annual general meeting appointing as auditor a person other than a retiring auditor, or providing expressly
that a retiring auditor shall not be re-appointed.
(2) On receipt of such notice the company shall for thwith send a copy thereof to the retirning auditor,
(3) Where such notice is given and the retiring aud itor makes with respect thereto representation in w riting to the company
and requests their notification to members of the c ompany, the company shall, unless the representatio n are received by it
too late for it to do so-
(a) in any notice of the resolution given to member s of the company, state the fact of the representation having
been made; and
(b) send a copy of the representation to every memb er of the company to whom notice of the meeting is sent,
whether before or after the receipt of the represen tation by the company, and if a copy of the represe ntation, is not
sent as aforesaid because the were received too lat e or because of the company default, the auditor ma y, without
prejudice to his right to be heard orally, require that the representation shall be read out at the m eeting.
Provided that copies of the representation need not be sent out and the representations need not be re ad out at the meeting
if, on the application either of the company or of any other person who claims to be aggrieved, the co urt is satisfied that the
rights conferred by this sub-section are being abu sed to secure needless publicity for defamatory mat ter; and the Court may
order the company’s costs on such an application t o be paid whole or in part by the auditor, notwithstanding that he is not a
party to the application.
(4) sub-section (2) and (3) shall apply to a resolu tion to remove the first auditors or any of them un der sub-section (6) of
section 210 or to the removal or any auditor or aud itors under sub-section (8) of that section, as they apply in relation to are
solution that a retiring auditor shall not be re-ap pointed.
212. Qualification and disqualification of auditors :-(1) No persons shall be appointed an auditor of any company unless
he is a “chartered accountant” within the meaning o f the Bangladesh Chartered Accountants Order, 1973, (P.O. No. 2 of
1973):
Provided that a firm whereof all the partners pract ising in Bangladesh are qualified for appointment a s aforesaid may be
appointed by its firm name to be auditor of company in which case any of the auditors so practising may act in the name of
the firs.
(2) None of the following persons shall be qualifie d for appointment as auditor of a company namely-
(a) an officer or employee of the company;
(b) a person who is partner, or who is in the emplo yment of an officer or employee of the company;
(c) a person who is indebted to the company for an amount exceeding one thousand taka, or who had give n any
guarantee or provided any security in connection wi th the indebtedness of any third person to the comp any for an
amount exceeding one thousand taka:
(d) a person who is director or member of a partner company, or a partner of a firm, which is the managing agent of
the company;
(e) a person who is a director, or the holder of sh ares exceeding five percent in nominal value of the subscribed
capital, of any body corporate which is the managin g agent of the company.
Provided that where any shares held by a person as nominee or trustee for any third person and in which the holder has no
beneficial interest such shares shall be excluded i n computing the extent of the subscribed capital fo r the purpose of this
clause.

Explanation :- For the purposes of this sub-section the word “offi cer” or “employee” shall not in include an auditors .
(3) A person shall not be qualified for appointment as an auditor of a company, if-
(a) he, according to sub-section (2)0, is disqualif ied for appointment as auditor of any other body co rporate which is
that company’s subsidiary or holding company or a s ubsidiary of that company’s holding company’s;
(b) he would be disqualified for such appointment, had the said body corporate been a company.
(4) If an auditor becomes subject, after his appoin tment to any of the disqualification’s specified in sub-section (2) and (3),
he shall be deemed to have vacated his office as su ch.
213. Power and duties of auditors:- (1) Every auditor of a company shall have a right o f access at all times to the books
and accounts and vouchers of the company, whether k ept at the head office of the company or elsewhere and shall be
entitled to require from the officers of the compan y such information and explanation as the auditor m ay think necessary for
the performance of his duties as auditor.
(2) Without prejudice to the provisions of sub-sect ion (1), the auditor shall, in particular inquire into following namely:-
(a) Whether loans and advances made by the company on the basis of security have been properly secured and
whether the terms on which they have been made are not prejudicial to the interests of the company or its
members:
(b) Whether transactions of the company which are r epresented merely as book-entries are prejudicial to the
interests of the company;
(c) where the company is not an investment company or a banking company, whether so much of the assets of the
company as consist of shares, debentures and other seeurities, have been sold at a price less than at which they
were purchased by the company;
(d) whether loans and advances made by the company have been shown as deposits;
(e) whether personal expenses have been charged to revenue account;
(f) where it is stated in the books and paper of th e company that any shares have ben allotted for cas h, whether
cash has actually been received in respect of such allotment, and if no cash has actually been so rece ived, whether
the position as stated in the account books and the balance sheet is correct, regular and not misleading.
(3) The auditor shall make a report to be presented in the annual general meeting of he company on the accounts, examined
by him, and on every balance sheet and profit and l oss account and on every other document declared by this Act to be part
of or annexed to the balance sheet or profit and lo ss accounts which are laid before the company in ge neral meeting during
his tenure of office and the report shall state whe ther, in his opinion and to the best of his information and according to the
explanation given to him, the said accounts give th e information required by this Act in the manner so required and give a
true and fair view-
(a) in the case of the balance sheet, of the state of the company’s affairs as at the end of its finan cial year;
(b) in the case of the profit and loss account, of the profit or loss for its financial year.
(4) The auditors report shall also state- (a) whether he has obtained all the information and explanation which to the best of his knowledge and belief were
necessary for the purposes of his audit;
(b) whether, in his opinion, proper books of accoun t as required by law have been kept by the company so far as
appears from his examination of those books and pro per returns adequate for the purposes of his audit have been
received from branches not visited by him;
(c) whether the company’s balance sheet and profit and loss account dealt with by the report are in agreement with
the books of account and returns.
(5) There any of the matters referred to in clauses (a) and (b) of sub- section (3) or in clauses (a), (b) and (c) of sub-section
(4) are answered in the negative or with a qualific ation, the auditoris report shall state the reason for the answer.
(6) The Government may, be general or special order , direct that in the case of such class or description of companies as
may be specified in the order, the auditors report shall also include a statement on such matters as m ay be specified therein.
(7) The accounts of a company shall not be deemed a s not having been and the auditors reportt shall not state that those
accounts have not been, properly drawn up on the gr ound merely that the company has not disclosed certain matters, of-
(a) those matters are such as the company is not re quired to disclose by virtue of any provision contained in this Act
or any other law for the time being in force; and
(b) those provisions are specified in the balance s heet and loss account of the company.
214. Audit of accounts of branch office of company: -(1) Where a company has a branch office, the accoun ts of that
office shall, be audited by the company’s auditors at their option, or where the branch office is situated in a country outside
Bangladesh, the accounts of the office shall be aud ited either by the company’s auditor or by a person duly qualified to act as
an auditor of the accounts of the branch office in accordance with the laws of that country, if so dec ided by the shareholders
in a general meeting.
(2) Where the accounts of any branch office are aud ited by a person other than the company’s auditor, the company’s
auditor-

(a) shall be entitled to visit the branch office, if he deems it necessary to do so for the performanc e of his duties as
auditor; and
(b) shall have a right of access at all times to be books and accounts and vouchers of the company mai ntained at
the branch office;
Provided that in the case of a banking company havi ng a branch office outside Bangladesh, is shall be sufficient if the auditor
is allowed access to such copies of, and extracts f rom the books and accounts of the branch as have be en transmitted to the
principal office of the company in Bangladesh.
215. Signature of audit report, etc:- Only the person appointed as auditor of the company , or where a firm is so
appointed in pursuance of the proviso to sub-sectio n (1) of section 212, only a partner in the firm practising in Bangladesh
shall put his signature on the auditor’s report, or any other document required of the company by law to be signed or
authenticated by the auditor.
216. Reading and inspection of auditor’s report:- The auditors report shall be read before the company in general
meeting and shall be open to inspection by any memb er of the company.
217. Right of auditor to attend general meeting- All notices of an other communications relating to any general meeting
of a company which any member of the company is ent itled to have sent to him shall also be forwarded to the auditor of the
company, and the auditor shall be entitled to atten d any general meeting and to be heard at any genera l meeting which he
attends on any part of the business which concerns him as auditor.
218. Penalty for non-compliance with section 211 to 217- If default is made by a company in compalying with any of
the provisions contained in section 211 to 217, the company, and also every officer of the company who is in default, shall be
punishable with fine with which may extend to one t housand taka.
219. Penalty for non-compliance by auditor with sec tion 213 and 215.- If any auditors report is made or any
document of the company is signed or authenticated otherwise than in conformity with the requirement of sections 231 215,
the auditor concerned, and any other person, who si gns the report or signs or authenticates the document, shall if the default
is wilful, be punishable with fine which may extend to one thousand taka.
220. Audit of certain matters by Cost and Managemen t Accountants.- (1) where in the opinion of the Government, it
is necessary to do in relation to any company requi red under clause-(d) of sub-section (1) of section 181 to include in its
books of accounts the particular referred to therei n the Government may, by order, direct that an audi t of cost accounts of
the company shall be conducted in such manner as ma y be specified in the order by an auditor who shall be a Cost and
management accountant” within the meaning of the Co st and Management Accounts Ordinance, 1977 (L III of 1977).
(2) An audit conducted by an auditor under this sec tion shall be in addition to an audit conducted by an auditor appointed
under section 210.
(3) The provisions relating to audit of a company s pecified in this Act mutatis mutandis, and so far as they are applicable,
apply to an audit conducted under this section.
221. Right of preference shareholders and debenture holders as to receipts and inspection of reports, etc:- (1)
Holders of preference shares debenture holders of a company shall have the same right to receive and i nspect the balance
sheets and profit and loss account of the company a nd the reports of the auditors and other reports as is possessed by the
holders of ordinary shares in the company.
(2) This section shall not apply to a private compa ny, nor to a company registered before the commence ment of this Act:-
Provided that in the case of any public company whe ther registered before on after the commencement of this Act, the
trustees for holders of debentures shall have the r ight conferred sub-section(1).
Carrying on business with less than the legal minim um of members.
222. Liability for carrying on business with fewer than seven or, in the case of a private company, tw o
members:- If at any time the number of members of a company is reduced, in the case of a private company, below two or,
in the case of any other company, below seven and i t carries on business for more than six mouths, while the number is so
reduced every person who is a member of the company during the time that it so carries or business during that periods and
is cognisant of the fact that it is carrying on bus iness with fewer than two members or seven members, as the case may be,
shall be individually liable for the payment of the whole debts of the company contracted during that time and may be used
for the same without joinder in the suit of any oth er member. Service and Authentication of Documents
223. Service of documents on company:- A document may be served on a company by leaving i t at, or sending it by post
to, the registered office of the company.
224. Service of documents of Registrar:- A document may be served on the Registrar by sendi ng it to him by post, or
delivering it to him, or by leaving it for him, at his office.
225. Authentication of documents:- A document or proceeding requiring authentication by a company may be signed by
a director, secretary or other authorsied officer o f the company, and need not be under its common sea l.
Schedules and Rules as to prescribed matters
226. Application and alteration of schedules and po wer to make rules as to prescribed matters:-(1) The forms
specified in Schedules VI to XII or forms as near t hereto as circumstances admit shall be used in all matters to which those
forms refer.
(2) The Government may alter any of the Schedules e xcept Schedule II

(3) Any alteration made under sub-section (2) shall be published in the official Gazette and on such publication the Schedules
so altered shall have effect as if enacted in this Act, but no alteration made by the Government in Sc hedule I, shall affect any
company registered before the alteration as respect s that company or any portion of that Schedule.
(4) In addition to the powers herein before conferr ed by this section, the Government may make rules p roviding for all or any
maters which by this Act are to be prescribed by it s authority.
(5) Every such rule shall be published in the offic ial Gazette, and on such publication shall have eff ect as if enacted in this
Act.
Arbitration and Compromise
227. Power of companies to refer matters to arbitra tion.-(1) A company may by written agreement, refer to
arbitration, in accordance with the arbitration act , 1940 (X of 1940), on existing or future differenc e between itself and any
other company or person.
(2) Companies may delegate to the arbitrator power to settle any terms or to determine any matter capable of being lawfully
settled or determined by the companies themselves, or by their director or other managing body.
(3) The provision of the Arbitration Act, 1940 (X o f 1940), shall apply to all arbitration’s between companies and persons in
pursuance of this Act.
228. Power to compromise with creditors and members .-(1) Where a compromise or arrangement is proposed
between the company and its members or any class of them, the Court may, on the application in summary way of the
company or of any creditor or member of the company or, in the case of a company being wound up, of the liquidator, order
a meeting of the creditors or class of creditors, o r the members of the company or class of members, a s the case may be, to
be called, held and conducted in such manner as the Court directs.
(2) If a majority in mumber representing three-four ths in value of creditors, or of members as the case may be, present
either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall
if sanctioned by the Court be binding on all the cr editors or the class of creditors, on or all the members or class of members,
as the case may be, and also on the company, in the case of a company in the course of being wound up, on the liquidator
and contributories of the company.
(3) An order made under sub-section (2) shall have no effect until a certified copy of the order has been filed with the
Registrar, and copy of every such order shall be an nexed to every copy of the memorandum of the compan y issued after the
order has been made, or in the case of a company no t having a memorandum, of every copy so issued of the instrument
constituting or defining the constitution of the c ompany.
(4) If a company makes default in complying with su b-section(3), the company and also every officer of the company, who is
knowingly and willfully in default, shlall be liabl e to a fine not exceeding fifty take for each copy in respect of which the
default is made.
(5) The Court may, at anytime after an application has been made to it under this section, stay the commencement or
continuation of any suit or proceeding against a co mpany on such terms as it thinks fit and proper unt il the application is
finally disposed of.
(6) In this section, her expression “company” means any company liable to be wound up under this Act a nd the expression
“arrangement” includes a reorganisation of the shar e capital of the company by the consolidation of sh ares of different
classes or by the division of shares into shares of different classes or by both, those methods and, f or the purposes of this
section unsecured creditors who may have filed suit s or obtained decrees shall be deemed to be of the same class as other
unsecured creditors.
(7) An appeal shall lie from any order made by the Court exercising original jurisdiction under this section to the authority
authorised to hear appeals from the decision of the Court.
229. Provisions for facilitating arrangements and c ompromises.-(1) Where an application is made to the Court under
section 228 for the sanctioning of a compromise or arrangement proposes between a company and any such persons as are
mentioned in that section, and it is shown to the c ourt that the compromise or arrangement has been pr oposed for the
purposes of, or in connection with, a scheme fo r the reconstruction of any company or companies to the amalgamation of
any two or more companies, and that under the schem e the whole or any part of the undertaking and the property of any
company concerned in the scheme, in this section re ferred to as a transferor company, is to be transferred to another
company in this section referred to as the transfer ee company, the Court may, either by the order sanc tioning the
compromise or arragemennt or by any sub-sequent ord er, make provision for all or any of the following matters :-
(a) the transfer to the transferee company of the w hole or any part of the undertaking and of the prop erty or
liabilities of any transferor company;
(b) the alloting or appropriation by the transferre company of shares, debentures, policies, or other like interests in
that company which under the compromise or arrangem ent are to be alloted or appropriated by that company to or
for any person;
(c) the continuation by or against the transferee c ompany of any legal proceedings pending by or again st any
transferor company;
(d) the dissolution, without winding up, of any tra nsferor company;
(e) the provision to be made for any person who, wi thin such time and in such manner as the Court directs, dissents
from the compromise or arrangement;
(f) such incidental, consequential and supplemental matters as are necessary to secure that the recons truction or
amalgamation shall be fully and effectively carried out.

(2) Where an order under this section provides for the transfer of property or liabilities, that property shall be virtue of the
order, be tranaferred to and vest in, and those lia bilities shall be virtue of the order transferred to and become the liabilities
of the transferee company, and in the case of any p roperty, if the order so directs, it shall be freed from any charge which is,
by virtue of the compromise or arrangement or cease to have effect.
(3) Where an order is made under this section, ever y company in relation to which the order is made sh all cause a certified
copy thereof to be delivered to the Registrar for r egistration within fourteen days after the completi on of the order, and if,
default is made in complying with the sub-section, the company and also every officer of the company w ho is knowingly and
wilfully in default, shall be liable to a fine not exceeding two hundred taka.
(4) In this section, the expression “property” incl udes property, rights and powers of every descrip tion, and the expression
“liabilities” includes duties.
(5) Notwithstanding the provisions of sub-section ( 6) of section 228, the expression “company” in this section does not
include any company other than a company within the meaning of this Act.
230. Power to acquire shares of shareholders dissen ting from schemes of contract approved by majority: –
(1) Where- (a) a scheme or contract involves the transfer of s hares or any class of shares in a company, in this section referred
to as the transferor company, to another company, w hether a company within the meaning of this Act or not, in this
section referred to as the transferee company; and
(b) within one hundred and twenty days after the ma king of the offer in that behalf by the transferee company, the
offer has been approves by the holders of not less than three-fourths in value of the shared affected, the transferee
company may, at anytime within sixty days after the expiration of the said one hundred and twenty days, give
notice in the prescribed manner to any dissenting s hareholder that it desires to acquire his shares.
(2) Where such a notice is given under sub-section( 1), the transferee company shall unless on an application made by the
dissenting shareholder within thirty days from the date on which the notice was given the Court thanks fit to order otherwise;
be entitled and bound to acquire those shares on th e terms on which under the scheme or contract the s hares of the
approving share holders are to be transferred to th e transferee company.
(3) Where a notice has been given by the transferee company under sub- section (1) and the Court has n ot, on an
application made by the dissenting shareholder, ord ered to the contrary, the transferee company shall, on the expiration of
one month from the date on which the notice has bee n given, or, if an application to the Court by the dissenting shareholder
in then pending, after that application has been di sposed of transmit a copy of the notice to the tran sferor company and pay
or transfer to the transferors company the amount o r other consideration representing the price payable by the transferee
company for the shares which by virture of this sec tion that company is entitled to acquire, and the transferor company shall
thereupon register the transferee company as the ho lder of those shares.
(4) Any sums received by the transferor company und er this section shall be paid in to a separate bank account and any such
sums and any other consideration so received shall be held by that company on trust for the several pe rsons entitled to the
shares in respect of which the said sums or other c onsideration were respectively received.
(5) In this section, the expression “dissenting sha reholder” includes a share holder who has not assen ted to the scheme or
contract and any shareholder who has failed or refu sed to transfer his shares to the transferee company in accordance with
the scheme or contract.
Conversion of private company into public company a nd vice-versa
231. Conversion of private company into public comp any.–(1) If a company being a private company having at least
seven members afters its articles in such manner th at they no longer include the provisions which, under clause of sub-
section (1) of section 2 of this Act, are required to be included in the articles of a company in orde r to constitute it a private
company, the company-
(a) shall as on the date of the alteration cease to be a parivate company; and
(b) shall within a period of this thirty days after the said date file with the Registrar either a pro spectus or a
statement in lieu of prospectus containing the part iculars set out in Part 1 and the reports specified in Part II of
Schedule IV and the said Parts I and II shall have effect subject to the provisions contained in Part III of that
Schedule.
(2) If default is made in complying with sub-sectio n (1) the company, and also every officer of the co mpany who is in default,
shall be punishable with imprisonment for a term wh ich may extend to two years, or with fine which may extend to five
thousand take or with both.
(3) Where any prospectus or statement in lieu of pr ospectus filed under this section imcludes and untrue statement, any
person who authorised the filling of such prospectu s or statement shall be punishable with imprisonmen t for a term which
may extend to two years, or with fine which may ext end to five thousand taka, or with both, unless he proves either that the
statement was immaterial or that he had reasonable ground to believe, and did up to the time of the filing of the prospectus
or statement believe that the statement was true.
(4) for the purposes of this section-
(a) a statement included in a prospectus or a state ment in lieu of prospectus shall be deemed to be un true if it is
misleading in the form and context in which it is i ncluded; or
(b) where the omission from prospectus or a stateme nt in lieu of prospectus of any matter is calculated to mislead,
the prospectus or statement in lieu of prospectus s hall be deemed, in respect of such omission, to be a prospectus
or a statement in lieu of prospectus in which an un true statement is included.

(5) For the purposes of sub-section (3) and clause (a) of sub-section (4) the expression “included” when used with reference
to a prospectus or statement in lieu of prospectus, means included in the prospectus or statement in l ieu of prospectus itself
or contained in any report or memorandum appearing on the face thereof, or by reference incorporated therein.
232. Amendment of articles for conversion of a publ ic company into private company.-(1) A public company, having
not more than fifty members at the time of conversi on, may be converted into a private one by passing a special resolution
altering its articles so as to exclude provisions, if any, in the articles of association applicable to public company and include
therein provisions applicable to a private company.
(2) If the company has secured creditions, their wi ttren consent shall have to be obtained before pass ing a resolution as per
provision of subsection (1) and the shares enlisted with the stock Exchange shall have to be delisted.
Protection of minority interest
233. Power of Court to give direction for protectio ng interest of the minority.-(1) Subject to fulfilment of the
conditions of the required minimum as specified in section 195 (a) and (b) any member or debenturehold er of a company
may either individually or jointly bring to the not ice of the court by application that-
(a) the affairs of the company are being conducted or the powers of the directors are being exercised in a manner
prejudicial to one or more of its members or debent ure holders or in disregard of his or their interest; or
(b) the company is acting or is likely to act in a manner which discriminated or is likely to discrimi nate the interest
of any member or debenture holder;
(c) a resolution of the members, debenture holders or any class of them has been passed or is likely to be passed
which discriminates or is likely to discriminate th e interest of one or more of the members or likely to debenture
holder:
and pray for such order, as in his or their opinion , would be necessary for safeguarding his or their interest and also the
interest of any other member or debenture holder.
(2) The Court shall, on receipt of an application u nder sub-section(1) send a copy thereof to the Boar d and fix a date for
hearing the application
(3) If after hearing the parties present on the dat e so fixed, the Court is of opinion that the interest of the applicant or
applicants has been or is being or is likely to be prejudicially affected for reasons specified in the application, it may make
such order as prayed for or such other order as it deems fit including a direction-
(a) to cancel or modify any resolution or transacti on ; or
(b) to regulate the conduct of the company’s affair s in futute in such manner as is specified therin.
(c) to amend any provision of the memorandum and ar ticles of the company.
(4) Where by an order of the Court, any amendment i s made in the memorandum or articles of the company , the company
shall not, without leave of the Court, make any ame ndment therein or take any action which is inconsisten with the direction
contained in he order.
(5) A company shall, within fourteen days from the making of an order under this section, inform the Registrar in writing of
such order and send him a copy thereof, and if the company makes default in complying with this sub-se ction the company,
and also every officer of the company who is in def ault, shall be liable to a fine not exceeding one thousand taka.

PART V
WINDING UP
Preliminary
234. Mode of winding up.– (1) The winding up of a company may be either.
(i) by the Court; or
(ii) voluntary; or
(iii) subject to the supervision of the Court.
(2) The provisions of this Act with respect to wind ing up shall apply, to the winding up of a company in any of these modes,
unless any thing contrary appears.
Contributories
235. Liability as Contributories of present and pas t members.– (1) In the event of a company being would up every
present and past members shall, subject to the prov isions of this section, be liable to contribute to the assets of the company
to an amount sufficient for payment of its debts an d liabilities and the coasts, charges and expenses of the winding up, and
for the adjustment of the rights of the Contributor ies among themselves, with the qualifications follo wing, that is to say:–
(i) a past member shall not be liable to contribute if he has ceased to be a member for one year or up wards before the
commencement of the winding up;
(ii) a past member shall not be liable to contribut e in respect of any debt or liability of the compan y contracted after he
ceased to be a member;
(iii) a past member shall not be liable to contribu te unless it appears to the Court that the existing members are unable to
satisfy the contributions required to be made by th em in pursuance of this Act;
(iv) in the case of a company limited by shares, no contribution shall be required from any member exc eeding the amount, if
any, unpaid on the shares in respect to which he is liable as a present or past member;
(v) in case of a company limited by guarantee, no c ontribution shall be required from any member excee ding the amount
undertaken to be contributed by him to the assets o f the company in the event of its being wound up;
(vi) nothing in this Act shall invalidate any provi sion contained in any policy of insurance or other contract where by the
liability of individual members on the policy or co ntract is restricted or whereby the funds of the co mpany are alone made
liable in respect of the policy or contract;
(vii) a sum due to any member of a company in his c haracter of a member, by way of dividends, profits or otherwise, shall
not be deemed to be a debt of the company payable t o that member in a case of competition between himself and any other
creditor who is not a member of the company.
(2) In the winding up of a company limited by guara ntee which has a share capital, every member thereo f shall be liable to
pay the following amounts namely:–
(a) the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up; and
(b) an amount to the extent of any sums unpaid on a ny shares held by him.
236. Liability of directors whose liability is unli mited.– In the winding up of a limited company, any direct or whether
past or present, whose liability is, in pursuance o f this Act, unlimited, shall, in addition to his own libility(if any) to contribute
as an ordinary member, be liable to make a further contribution, as if he were at the commencement of the winding up a
member of an unlimited company;
Provided that–
(i) a past director shall not be liable to make suc h further contribution if he has ceased to hold off ice for a year or upwards
before the commencement of the winding up;
(ii) a past director shall not be liable to make su ch further contribution in respect of any debt or l iability of the company
contracted after he ceased to hold office;
(iii) subject to the articles, a director shall not be liable to make such further contribution unless the Court deems it
necessary to require contribution in order to satis fy the debts and liabilities of the company and the costs, charges and
expense of the winding up.
237. Meaning of “contributory”.– The term “contributory” means every person liable to contribute to the assets of a
company in the event of its being would up, and, in all proceedings for determining and in all proceedings prior to the final
determination of the persons who are to be deemed c ontributries, includes any person alleged to be a contributory.
238. Nature of liability of contributory.– (1) The liability of the contributory shall create a debt payable at the time
specified in the calls made on him by the liquidato r.
(2) No claim founded on the liability of a contribu tory shall be congizable by any Court of Small Caus es,
239. Contributories in case of death of member.– (1) If a contributory dies either before or after the has been placed on
the list of Contributories, his, legal representati ves and his heirs shall be liable in the due course , of admini–ministration to
contribute to the assets of the company in discharg e of his liability and shall be Contributories accordingly.
(2) If the legal representatives or heirs make defa ult in paying any money ordered to be paid by them, proceedings may be
taken for administering the property of the decease d contributory, whether movable or immovable, or bo th, and for
compelling payment there out of the money due.

(3) For the purpose of this section, the surviving coparceners of a contributory who is a member of a Hindu Joint Family
governed by the Mitakshara School of Hindu Law shal l be deemed to be his legal representatives and heirs.
240. Contributories in case of insolvency of member .– If a contributory is adjudged insolvent either bef ore or after he
has been placed on the list of contributors, then–
(a) his assignese shall represent him for all the p urposes of the winding up, and shall be contributor ies accordingly, and may
be called on to admit to prove against the estate o f the insolvent, or otherwise to allow to be paid out of his assets in due
course of law, any money due from the insolvent in respect of his liability to contribute to the assets of the company; and
(b) there may be proved against the estate of the i nsolvent the estimated value of his liability to future calls as well as
already made.
Winding up by Court
241. Circumstances in which company may be wound up by Court.– A company may be wound up by the Court; if–
(i) if the company has by special resolution resolv ed that the company be wound up by the Court; or
(ii) if default is made in filing the statutory rep ort or in holding the statutory meeting; or;
(iii) if the company does not commence its business within a year from its incorporation, or suspends its business for a whole
year; or
(iv) if the number of members is reduced, in the ca se of a private company below two, or, in the case of any other company,
below seven; or
(v) if the company is unable to pay its debts; or
(vi) if the Court is of opinion that it is just and equitable that the company should be wound up.
242. Company when deemed unable to pay its debts.– (1) A company shall be deemed to be unable to pay its debts–
(i) if a creditor, by assignment or otherwise, to w home the company is indebted for a sum exceeding fi ve hundred
take then due, has served on the company, by causin g the same to be delivered by registered post or otherwise at
its registered office, a demand under his hands req uiring the company to pay the sum so due and the co mpany has
for three weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of
the creditor; or
(ii) if execution or other process issued on a decr ee or order of any court in favour of a creditor of the company is
returned unsatisfied in whole or in part; or
(iii) if it is proved to the satisfaction of the Co urt that the company is unable to pay its debuts, t he Court shall take
into account the contingent and prospective liabili ties of the company.
(2) The demand referred to in clause (i) of sub–se ction (1) shall be deemed to have been duly given u nder the hand of the
creditor if it is signed by an agent or legal advis or duly authorised on his behalf, or in the case of a firm, if it is signed by such
agent, or by a regal adviser or by any one member o f the firm on behalf of the firm.
243. Winding up may be referred to District Court.- – Where the High Court Division makes as order for w inding up of a
company under this Act it may, if it thinks fit, di rect all subsequent proceedings to be had in a Dist rict Court, and thereupon
such District Court shall for the purpose of windin g up the company, be deemed to be “the Court” withi n the meaning of this
Act and shall have, fir the perposes of such windin g up, all the jurisdiction and powers of the High Cour Division.
244. Transfer of winding up from one District Court to another.– If during the progress of a winding up in a Distri ct
Court it is made to appear to the High Court Divisi on that the same may be more conveniently prosecute d in any other
District Court, the High court Division may transfe r the same to such other District Court, and there upon the winding up
shall proceed in such other District Court, and at any state of such proceedings, that Division may wi th draw the proceedings
from any of such District Courts and dispose it of.
245. Provisions as to applications for winding up.- – An application to the Court for the winding up of a company shall be
by petition presented, subject to the provisions of this section, either by the company, or by any cre ditor or creditors,
including any contingent or prospective creditor or creditors, contributory or contributors, or by all or any of those parties,
together or separately or by the Registrar:
Provided that–
(a) a contributory shall not be entitled to present a petition for winding up a company, unless–
(i) either the number of members is reduced in the case of a private company, below two, or, in the case of any
other company, below seven; or
(ii) the shares in respect of which he is a contrib utory or some of them either were originally allott ed to him or have
been held by him, and registered in his name for at least six months during the eighteen months before the
commencement of the winding up, or have devolved on him through the death of a former holder;
(b) the Registrar shall not be entitled to present a petitions for winding up a company–
(i) except on the ground from the financial conditi on of the company as disclosed in its balance sheet or from the
report of an inspector appointed under section 195 or, in a case falling within section 204, it appears that the
company is unable to pay its debts; and
(ii) unless the previous sanction of the Government has been obtained to the presentation of the petition:
Provided that no such sanction shall be given unles s the company has first been afforded an opportunit y of being heard.

(c) a petition for winding up of a company on the ground of default in filing the statutory report or in holding the statutory
meeting shall not be presented by any person except by a shareholder, nor before the expiration of fourteen days after the
last day on which the meeting ought to have been he ld;
(d) the Court shall not give a hearing to a petitio n for winding up of a company by a contingent or pr ospective credition until
such security for costs has been given as the Court thinks resonable and until a prima fccie case for winding up has been
established to the satisfaction of the Court.
246. Effect of winding up order.– An order for winding up of a company shall operate in favour of all the creditors and of
all the contributories of the company as if made on the join petition of a credition and of a contributory.
247. Commencement of winding up by Court.– A winding up of a company by the Court shall be deemed to commence
at the time of the presentation of the petition for the winding up.
248. Court may grant injunction.– The Court may, at any time after the presentation of the petition for winding up of a
company under this Act and before making an order f or winding up the company, upon the application of the company or of
any creditor or contributory of the company, restra in further proceedings in any suit or proceedings against the company and
may also pass other similar order upon such terms a s the Court thinks fit.
249. Powers of Court on hearing peititon.– (1) On hearing the petition, the Court may dismiss it with or without costs, or
adjourn the hearing conditionally or unconditionall y, or make any interim order or any other order whi ch, it deems just, but
the Court shall not refuse to make a winding up ord er on the ground only that the assets of the compan y have been
mortgaged to an amount equial to, or in excees of, those assets or that the company has no assets.
(2) Where the petition is presented on the ground o f default in filing the statutory report or in holding the statutory meeting
the Court may order the costs to be paid by any per sons who, in the opinion of the Court, are responsible for the default.
(3) Where the Court makes an order for the winding up of a company, it shall, except where a liquidator is appointed
simultaneously, forthwith cause intimation thereof to be sent to the official receiver.
250. Suits stayed on winding up order.– When a winding up order has been made or a provisi onal liquidator has been
appointed, no suit or other legal proceedings shall be proceeded with or commenced against the company except by leave of
the Court and subject to such terms as the Court ma y impose.
251. Vacancy in the office of liquidator.– (1) For the purposes of this Act, so far as it rela ters to the winding up of
companies by the Court, or, if there is no such off icial receiver, then such person as the Government may, by notification in
the official Gazette, appoint for the purpose.
(2) On the making of a winding up order the officia l receiver shall become the official liquidator of the company and shall
continue to act as such until his further continuan ce is terminated by an order of the Court.
(3) The official receiver shall, as the official li quidator, forthwith take into his custody and contr ol all the books, documents
and the assets of the company.
(4) The official receiver shall be entitled so such remuneration as the Court shall fix.
252. Copy of winding up order to be filed with the Registrar.–(1) On the making of a winding up order, it shall b e the
duty of the petitioner in the winding up proceeding s and of the company to file with the Registrar a copy of the order within
thirty days from the date of the making in the orde r.
(2) On the filing of a copy of a winding up order, the Registrar shall register a summary thereof in h is books relating to the
company, and shall notify in the official Gazette t hat such an order has been made.
(3) Such order shall be deemed to be notice of disc harge to the servants of the company except when th e business of the
company is continued.
253. Power of Court to stay winding up.– The Court may, at any time after an order for wind ing up, on the application of
any creditor or contributor, and on proof to the sa tisfaction of the Court that all proceedings in relation to the winding up
ought to be stayed, make an order staying the proce edings, either altogether or for a limited time, on such terms and
conditions as the Court thinks fit.
254. Court may have regard to wishes of creditors o r contributories– The Court may, as to all matters relating to a
winding up, have regard to the wishes of the credit ors or contributories as proved to it by any sufficient evidence.
Official Liquidator
255. Appointment of official liquidator.– (1) For the purpose of conducting the proceedings i n winding up a company and
performing such duties in reference thereto as the Court may impose, the Court may appoint a person or persons, other than
the official receiver, to be called an official liq uidator or official liquidators.
(2) The Court may make such an appointment provisio nally at any time after the presentation of a petition and before the
making of an order for winding up, but shall, befor e making any such appointment, give notice to the c ompany unless for
reasons to be recorded it thinks fit to dispense wi th such notice.
(3) If more persons than one are appointed to the o ffice of official liquidator, the Court shall declare whether any act, by this
Act required or authorised, to be done by the offic ial liquidator is to be done by all or any one or more of such persons.
(4) The Court may determine whether any and what se curity is to be given by any official liquidator on his appointment.
(5) The acts of an official liquidator shall be val id notwithstanding any defect that may afterwards b e discovered in his
appointment.
Provided that nothing in this sub–section shall be deemed to give validity to acts done by an officia l liquidator after his
appointment has been show to be invalid.

(6) A receiver shall not be appointment of assets in the hands of an official liquidator.
256. Resignations, removals, filling up vacancies a nd compensation.– (1) Any official liquidator may resign, or may
be removed by the Court on due cause shown.
(2) Any vacancy in the office of an official liquid ator appointed by the Court shall be filled up by t he Court and until the
vacancy is so filled up the official receiver shall be and act as the official liquidator.
(3) There shall be paid to the official liquidator such salary or remuneration by way of percentage or otherwise, as the Court
may direct and if more liquidators that one are app ointed, such remuneration shall be distributed amon gst them in such
proportions as the Court directs.
257. Official liquidator.– The official liquidator shall be described by the style of the official liquidator of the particular
company in respect of which he is appointed, and no t by his individual name.
258. Statement of affairs to be made to the liquida tor.–(1) Where the Court has made a winding up order or
appointment an official liquidator provisionally, t here shall, unless the Court thinks fit to order ot herwise and so orders, be
made out and submitted to the official liquidator a statements as to the affairs of the company verifi ed by an affidavit and
containing the following particulars, namely:–
(a) the assets of the company, staying separately t he cash balance in hand and in the bank, if any;
(b) the debts and other liabilities;
(c) the names, residences and occupations of the cr editors stating separately the amount of secured debts and
unsecured debts, and in the case of secured debts, particulars of the securities, their value and the dates when they
were given;
(d) the debts due to the company and the names resi dences and occupations of the persons from whom the y are
due and the amount likely to be realised therefrom.
(2) The said statement shall be submitted and verif ied by one or more of the following persons.–
(a) the persons who were at the relevant date the d irectors and the person who was at that date the secretary, manager or
other chief officer of the company, or.
(b) such other person as the official liquidator ma y, subject to he direction or Court, require to sub mit and verify the
statement, and the said other persons are the perso ns–
(i) who are or had been directors or officers of th e company;
(ii) who have taken part in the formation of the co mpany at anytime within one year before the relevan t date;
(iii) who are in the employment of the company or h ad been in the employment of the company within the said year
referried to in sub– section (ii) above, and are, in the opinion of the official liquidator, capable of giving the
information required;
(iv) who are or had been within the said year to wh ich the statement relates officers of or in the employment of a
company.
(3) The statement small be submitted within twenty- one days from the relevant date, or within such extended time as the
official liquidator or the Court may, for special r easons appoint.
(4) Any person making or concurring in making the s tatement and affidavit required by this section shall be allowed, and
shall be paid by the official liquidator or provisi onal liquidator at the case may be out of the asset s of the company, such
costs and expended incurred in and about the prepar ation and making of the statement and affidavit as the official liquidator
may consider reasonable, subject to an appeal to th e Court.
(5) If any person, without reasonable excuse, knowi ngly and wilfully make default in complying with the requirements of this
section, he shall be liable to a fine not exceeding five hundred take for every day during which the d efault continues.
(6) Any person stating himself in writing to be a c reditor or contributory of the company shall be ent itled by himself on by his
agent at all reasonable times, on payment of the pr escribed fee, to inspect the statement submitted in pursuance of this
section and to a copy thereof or extract therefrom.
(7) Any person untruthfully so stating himself to b e a creditor or contributory shall be guilty of an offence under section 182
of the Penal Code, 1860 (XIV of 1860), and shall, o n the application of the liquidator or of the receiver be punishable
accordingly.
(8) In this section, the expression “the relevant d ate” means, in a case where no such appointment is made, the date of the
winding up order.
259. Statement by liquidator.– (1) In a case where a winding up order is made, the official liquidator shall, as on as
practicable after receipt of the statement to be su bmitted under section 258, and not later than one h undred and twenty days
or with the leave of the Court one hundred and sixt y days from the date of the order, or in a case whe re the Court orders
that no statement shall be submitted, as soon as pr acticable after the date of the order, submit a preliminarly report to the
Court–
(a) as to the amount of capital issued, subscribed, and paid up, and the estimated amount of assets an d liabilities giving
separately under the leading of assets, particulars of —
(i) cash and negotiable securities;
(ii) debts due from contributories;

(iii) debts due to and securities, if any, available to the company,
(iv) movable and immovable properties belonging to the company;
(v) unpaid calls, and
(b) if the company has failed as to the cause of th e failure, and
(c) whether in his opinion further inquirey is desi rable as to any matter relating to the promotion, f ormation, or failure of the
company, or the conduct of the business thereof.
(2) The official liquidatory may also, if he thinks fit, make a further report or further reports, sta ting the manner in which the
company was formed and whether in his opinion any f raud has been committed by any person in its promotion or formation
or by any director or other officer of the company in relation to the company since the formation ther eof, and any other
matter which is his opinion it is desirable to brin g to the notice of the Court.
260. Custody of company’s property.– (1) The official liquidator, whether appointed prov isionally or not, shall take into
his custody, or under his control all the property, effects and actionable claims to which the company is or appears to be
entitled.
(2) All the property and effects of the company sha ll be deemed to be in the custody of the Court as from the date of the
order for the winding up of the company.
261. Committee of Inspection in compulsory winding up.–(1) The official liquidator shall, within a month f rom the date
of the order for the winding up of a company, conve ne a meeting of the creditors of the company, as ascertained from the
books and documents of the company, for the purpose of determining whether or not a committee of inspection shall be
appointed to act with the liquidator, and who are t o be members of the committees, if appointed.
(2) The official liquidator shall, within a week fr om the he date of the creditors meeting convence a meeting of the
contributories to consider the decision of the cred itors and to accept the same with or without modifi cation.
(3) If the contributories do not accept the decisio n of the creditors in its entirely, it shall be the duty of the official liquidator
to apply to the Court for directions as to whether there shall be a committee, and who shall be member s thereof.
(4) A committee of inspection appointed under this section shall consist of not more than twelve membe rs being creditors
and contributories of the company or persons holdin g general or special powers of attorney from creditors or contributories in
such proportions as may be agreed on by the meeting s of creditors and contributories, or as, in case of difference, may be
determined by the Court.
(5) The committee of inspection shall have the righ t to inspect the accounts of the official liquidator at all reasonable times.
(6) The committee shall meet at such times as they may from time to time appoint, and, failing such appointment, at least
once a month, and the liquidator or any member of t he committee may also call a meeting of the committ ee as and when he
thinks necessary.
(7) The committee may act by a majority of their me mbers present at a meeting, but shall not act unless a majority of the
committee are present.
(8) A member of the committee may resign by notice in writing signed by him and delivered to the liquidator.
(9) If a member of the committee becomes bankrupt, or compounds or arranges with his creditors, or is absent from five
consecutive meetings of the committee without the l eave of those members who together with himself rep resent the
creditors or contributories, as the case may be, hi s office shall thereupon became vacant.
(10) A members of the committee may be removed ther efrom by an ordinary resolution at a meeting of creditors if, he
represents creditors, or of contributories, if he r epresents contributories, of which seven days, noti ce has been given, stating
the object of the meeting.
(11) On a vacancy occurring in the committee, the l iquidator shall forthwith summon a meeting of creditors or of
contributories, as the case may require, to fill in the vacancy, and the meeting may, by resolution, r e-appoint the same or
appoint another creditor or contributory to fill in the vacancy.
(12) The *ontinung members of the committee, if not less than two, may set notwithstanding any vacancy in the committee.
262. Powers of official liquidator.– The official liquidator shall have power with the sanction of the Court, to do the
following things–
(a) to institute or defend any suit or prosecution, or other leagl proceeding, civil or criminal, in the name and on behalf of the
company;
(b) to carry on the he business of the company so f ar as may be necessary, for the beneficial winding up of the same,
(c) to sell the immovable and movable property of t he company by public auction on private contract, w ith power to transfer
the whole thereof to any person or organisation or company, or to sell the same in parecis.
(d) to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts, and other documents, and
for that purpose to use, when necessary the company ‘s common seal;
(e) to prove, rank and claim in the insolvency of a ny contributory, for any balance a against his estate, and to receive
dividends in the insolvency, in respect of that bal ance, as a separate debt due from the insolvent, an d rateably with the other
separate creditors;
(f) to draw, accept, make and endorse any bill of e xchange, hundi or promissory note in the name and o n behalf of the
company, with the same effect with respect to the l iability of the company as if the bill, hundi or note had been drawn,
accepted, made or endorsed by or on behalf of the c ompany in the course of its business;

(g) to raise on the security of the assets of the company any more requisite;
(h) to take out in his official name letters of adm inistration relating to the estate of any deceased contributory or his estate
which cannot be conveniently done in the name of th e company, and in all such cases the money due shal l, for the purpose
of enabling the liquidator to take out the letters of administration or recover the money be deemed to be due to the liquidator
or himself;
Provided that nothing in clause (h) shall be deemed to affect the rights, duties and privileges of the Administrator General
appointed under the Administrator General’s Act, 19 13(III of 1913);
(i) to do all such other things as may be necessary for winding up the affairs of the company and distributing its assets.
263. Limit of Discretion of official liquidator.– The Court may provide by any order that the offici al liquidator may
exercise any of the above powers without the sancti on or intervention of the Court, and, where an official liquidator is
provisionally appointed, may limit and restrict his powers by the order appointing him.
264. Provision for legal assistance to official liq uidator.– The Official liquidator may, with the sanction of the Court,
appoint an advocate or attorney entitled to appear before the Court to assist him in the performance o f his duties;
Provided that, where the official liquidator is an advocate or attorney, he shall not appoint his part ner, unless the latter
consents to act without remuneration.
265. Liquidator to keep books containing proceeding of meetings and to submit account of his receipts to Court.-
– (1) The official liquidator of a company which is b eing wound up by the Court shall keep, in the manne r prescribed, proper
books in which he shall cause to be made entries or minutes of proceedings at meetings and of such oth er matters as may be
prescribed, and any creditor or contributory may, s ubject to the control of the Court, personally or by his agent, inspect any
such books.
(2) Every official liquidator shall, at such times as may be prescribed but not less than twice in eac h year during his tenure of
office, present to the Court an account of his rece ipts and payments as such liquidator.
(3) The liquidator shall prepare the account in the prescribed form in duplicate, and shall verify it by a declaration in the
prescribed form.
(4) The Court shall cause the account to be audited in such manner as it thinks fit and for the purpose of the audit the
liquidator shall furnish the Court with such vouche rs, and books or other document as the Court may re quire, and the Court
may at any time require the production of an inspec t any books or account kept by the liquidator.
(5) When the account has been audited, one copy the reof shall be filed and kept by the Court, and the other copy shall be
delivered to the Registrar for filing, and each cop y shall be open to the inspection of any creditor o r any person interested.
266. Excercise and control of liquidator’s powers– (1) Subject to the previsions of this Act, the official liquidator of a
company which is being wound up by the Court shall, in the administration of the assets of the company and in the
distribution thereof among its creditors, have rega rd to any directions that may be given by resolutio n of the creditors or
contributories at any general meeting shall, in cas e of confilict be deemed to over ride any directions given by the committee
of inspection.
(2) The official liquidator may summon general meet ing of the creditors or contributories for the purpose of ascertaining their
wishes, and it shall be his duty to summon meeting at such times as the creditors or contributories by resolution, may direct,
or whenever requested in writing to do so by one te nth in value of the creditors or contributiries, as the case may be.
(3) The official liquidator may apply to the Court in the manner prescribed for directions in relation to any particulars matter
arising in the winding up.
(4) Subject to the provision of this Act, the offic ial liquidator shall use his own discretion in the administration of the assets of
the company and in the distribution thereof among t he creditors.
(5) If any person is aggrieved by any act or decisi on of the official liquidator, that person may apply to the Court, and the
Court may confirm, reverse or modify the act or dec ision complained of, make such order as it thinks just in the he
circumstances.
Ordinary Powers of Court
267. Settlement of list of contributories and appli cation of assets.– (1) As soon as may be after making a winding up
order, the Court, shall settle a list of contributo ries, shall have power to register of members in al l cases where rectification is
required in pursuance of this Act, and shall cause the assets of the company to be collected and appli ed in discharge of its
liabilities.
(2) In setling the list of contributories, the Cour t shall distinguish between persons who are contrib utories in their own right
and persons who are contributories as being represe ntatives of or liable for the debts of others.
268. Power to require transfer, delivery etc of pro perty.– The Court may at any time after making a winding u p order,
require any contributory for the time being settled on the list of contributories and any trustee, receiver, banker, agent, or
officer of the company to pay, deliver surrender or transfer forthwith, or within such time as the Court directs, to the official
liquidator any money property or documents in his h ands to which the company is prima facie entitled.
269. Power to order payment of debts by contributor y.– (1) The Court may, at any time after making a windi ng up
order, make an order any contributory for the time being settled on the list of contributories to pay, in the manner directed
by the order, any money due from him or from the es tate of the person whom he represents to the compan y exclusive of any
money payable by him or the estate by virtue of any call in pursuance of this Act.
(2) The Court in making such an order may, in the c ase of an unlimited company, allow to the contributory by way of set-off
any money due to him or to the estate which he repr esents from the company, on any independent dealing or contract with

the company, but not any money due to him as a member of the company in respect of any dividend or profit, and may, in
the case of a limited company, made to any director whose liability is unlimited or to his estate the like allowance:
Provided that, the case of any company, whether lim ited or unlimited, when all the creditors are paid in full any money due
on any account whatever to a contributory from the company may be allowed to him by way of set-off aga inst any
subsequent call.
270. Power of Court to make calls.– (1) The Court may, at any time after making a windi ng up order, and that is either
before or after it has ascertained the sufficiency of the assets of the company, make calls on and ord er payment there of by
all or any of the contributiries for the time being settled on the list of the contributories to the extent of their liability, for
payment of any money which the Court considers nece ssary to satisfy the debts and liabilities of the company, and the costs,
charges and expenses of winding up, and for the adj ustent of the rights of the contributories among themselves.
(2) In making the call the Court may take into cons ideration the probability that some of the contributories may partly or
wholly fail to pay the call.
271. Power to order payment into bank.– The Court may order any contributory, purchaser or other person from whom
money is due to the company to pay the same into th e account of the official liquidator in any scheduled banks as defined in
the Bangladesh Bank Order, 1972 (P.O. No. 127), ins tead of to the official liquidator and any such order may be enforced in
the same manner as if it had made direct payment to the official liquidator.
272. Regulation of account with Court.– All moneys, bills, hundis, notes and other securit ies paid and delivered into the
bank where the liquidators of the company may have his account, in the event of a company being wound up by the Court,
shall be subject in all respect to the orders of th e Court.
273. order on contributory conclusive evidence:– (1) An order made by the Court on a contrubutory shall, subject to
any right of appeal, be conclusive evidence that th e money, if any, thereby appearing to be due or ord ered to be paid is due.
(2) All other pertinent matters stated in the order shall be taken to be truly stated as against all p ersons, and in all
proceedings whatsoever.
274. Power to enclude creditors not providing in ti me :– The Court may fix a time or times within which cre ditors are
to prove their debts or claims, or to be excluded f rom the benefit of any distribution made before tho se debts are proved.
275. Adjustment of right of contributories:– The Court shall adjust the right of the contributories among themselves,
and distribute any surplus among the persons entile d thereto.
276. Power to order cost:- The Court may, in the event of the companys assets being insufficient to satisfy the liabilities,
make an order as to the payment, out of the assets, of the costs, charges and expenses, incurred in the winding up in such
order of priority as the Court thinks just.
277. Dissolution of company– (1) When the affairs of a company have been complet ely wound up, the Court shall make
an order that the company be dissolved from the dat e of the order, and the company shall be dissolved accordingly.
(2) The order shall be reported within fifteen days of the making thereof by the official liquidator to the Registrar, who shall
record in his make books a minute of the dissolutio n of the company.
(3) If the official liquidator makes default in com plying with the requirements of this section, he sh all be liable to a fine not
exceeding one hundred taka for everyday during whic h he is in default.
Extraordinary Powers of Court
278. Power to summon persons suspected of having pr operty of company:–(1) The Court may, after it has made a
winding up order, summon before it any officer of t he company or person known or suspected to have in his possession any
property of the company, or supposed to be indebted to the company, or any person whom the Court deems capable of
giving information concerning the trade, dealing, a ffairs or property of the company.
(2) The Court may examine him on oath concerning th e same, either by word of mouth or on written interrogatories, and
may reduce his answers to writing and require him t o sing them.
(3) The Court may require him to produce any docume nts in his custody or power relating to the company; but, where he
claims any lien on documents produced by him, the p roduction shall be without prejudice to that lion, and the Court shall
have jurisdiction in the winding up to determine al l questions relating to that lien.
(4) If any person so summoned, after being tendered a reasonable sum for his expens, refuses to come before the Court at
the time appointed, not haveing a lawful impediment made known to the Court at the time of its sitting and allowed by it, the
Court may cause him to be apprehended and brought b efore the Court for examination.
279. Power to order public examination of promotors , etc:–(1) When an order has been made for winding up a
company by the Court, and the official liquidator h as applied to the Court stating that in his opinion, a fraud has been
committed by any person in the promotion or formati on of the company or by any director or other officer of the company, in
relation to the company since its formation, the Co urt may, after consideration of the application, direct that any person who
has taken any part in the promotion or formation of the company or has been a director manager or othe r officer of the
company shall attend before the Court on a day appo inted by the Court for that purpose attend before the Court on a day
appointed by the Court for that purpose, and be pub licly examined as to the promotion or formation or the conduct of the
business of the company, or as to his conduct and d ealings as director manager or other officer thereof.
(2) The official liquidator shall take part in the examination and for that purpose may, if specially authorised by the Court in
that behalf, employ such legal assistance as may be sanctioned by the Court.
(3) Any creditor or contributory may also take part in the examination either personally or by any per son entitled to appear
before the ourt.

(4) The Court may put such questions to the person examined as the Court thinks fit.
(5) The person examined shall be examined on oath, and shall answer all such questions as the Court may put or allow to be
put to him.
(6) A person ordered to be examined under this sect ion may at his own cost employ any person entitled to appear before the
Court, who shall be at liberty to put to him such q uestions as the Court may deem just for the purpose of enabling him to
explain or qualify any answers given by him;
Provided that if he is, in the opinion of the Court , exculpated from any charges made or suggested aga inst him such costs as,
in its discretion, it may think fit.
(7) Notes of the examination shall be taken down in writing, and shall be read over to or by, and signed by, the person
examined, and may thereafter by used in evidence ag ainst him in civil proceedings, and shall be open to the inspection of
any creditor or contributory at all resonable times .
(8) The Court may, if it thinks fit, adjourn the ex amination from time to time.
(9) An examination under this section may, if the C ourt so directs, and subject to any rules in this behalf, be held before any
District Judge or before any officer of the High Co urt Division being an official referee, master, Registrar or Deputy Registrar
and the powers of the Courts under this section as to the conduct of the examination, but not as to costs, may be exercised
by the person before whom the examination is held.
280. Power to arrest absconding contributionry:– The Court, at any time either before or after making a winding up
order and on proof of probable cause for believing that a contributory is or about to quit Bangladesh or otherwise to abscond,
or to remove or conceal any of his property, for th e purpose of evading payment of calls or of avoidin g examination
respecting the affairs of the company, may cause th e contributory to be arrested and his books and pap ers and movable
property to be sized, and him and them to be safe c astody until such times as the Court may order.
281. Saving of other proceedings:– Any powers by this Act conferred on the Court shal l be in addition to and not in
restriction of, any existing powers of instituing p roceedings against any contributory or debtor of th e company, or the estate
of any contributory or debtor for the recovery of a ny call or other sums.
Enforcement of and appeal from Orders
282. Power to enforce orders:– All orders made by the Court under this Act may be enforced in the same manner in
which decrees of such Court mad in any suit pending therein may be enforced.
283. Order made in any Court to be enforced by othe r Courts.– Any order made by the Court for or in the course o f
the winding up of a company shall be enforced in an y place in Bangladesh by any other court that would have had jurisdiction
in respect of such company if the registered office of the company had been situate at such place and in the same manner in
all respect as if such order had been made by the c ourt that is hereby required to enforce the same, but in relation to the
place where the registered office of the company is situate, only the court having jurisdiction cover such place shall enforce
such order.
284. Mode of dealing with order to be enforced by o ther Courts.– Where any order made by one Court is to be
enforced by another Court, a certified copy of the order so made shall be produced to the proper offic er of the Court required
to enforce the same, and the production of such cer tified copy shall be sufficient evidence of such order having been made;
and thereupon the last mentioned Court shall take t he requisite steps in the matter for enforcing the order, in the same
manner as if it were the order of the Court enforci ng the same.
285. Appeal from orders:– Re–hearing of, and appeals from order or decision made or given in the matter of the winding
up of a company by the Court may be had in the same manner and subject to the same conditions in and subject to which
appeals may be had from any order or decision of th e same Court in cases within its ordinary jurisdiction. Voluntary
Winding Up
286. Circumstances in which company may be wound up voluntarily:–(1) A company may be wound up voluntarily–
(a) when the period, if any, fixed for the duration of the company by the articles expires, or the eve n, if any occurs, on the
occurrence of which articles provide that the compa ny is to be dissolved and the company in general me eting has passed a
resolution requiring the company to be wound up vol untarily;
(b) if the company resolves by special resolution t hat the company be wound up voluntarily;
(c) if the company resolves by extraordinary resolu tion to the effect hat it cannot by reason of its liabilities continue its
business, and that it is advisable to wind up.
(2) The expression “resclution for voluntarily wind ing up” when used hereafter in this Part means a re solution passed under
clause (a), clause (b), or clause (c) of this secti on.
287. Commencement of voluntary winding up.– A voluntary winding up shall be deemed to commence at the time of
the passing of the resolution for voluntary winding up.
288. Effect of voluntary winding up on status of co mpany.–When a company is wound up voluntarily, the company
shall, from the commencement of the winding up, cea se to carry in its business, except so far as may be required for the
beneficial winding up thereof:
Privided that the corporate state and corporate pow ers of the company shall, notwithstanding anything to the contarary in its
articles, continue until it is dissolved.
289. Notice of resolution to wind up voluntarily.– (1) Notice of any special resolution or extraordinary resolution for
winding up a company voluntarily shall be given by the company within ten days of the passing of the s ame by

advertisement in the official Gazette, and also in some news paper, if any circulating in the district where the registered office
of the company is situate.
(2) If a company makes default in complying with th e requirements of this section, it shall be liable to a fine not exceeding
on hundred taka for every day during which the defa ult continues; and also every officer of the company who knowingly and
wilfully authorises or permits the default shall be liable to a like penalty.
290. Declaration of solvency.– (1) Where it is proposed to wind up a company volun tarily, the directors of the company
or, in the case of a company having more than two d irectors, the majority of the directors shall at a meeting of the directors
held before the date on which the notice of the mee ting at which the resolution of the winding up the company is to be
proposed are sent out, make a declaration verified by an affidavit to the effect that they have made a full inquiry into the
affairs of the company and that, having so done, th ey formed the opinion that the company will be able to pay its debts in
full within a period, not exceeding three years, fr om three commencement of the winding up.
(2) Such declaration shall be supported by a report of the company’s auditors on the company’s affairs , and shall have no
effect for the purposes of this Act unless it is de livered to the Registrar for registration before the date mentioned in sub-
section(1).
(3) A winding up, in the case or which a declaratio n has been made and delivered in accordance with su b–sections (1) and
(2), is in this Act referred to as “members volunta rs winding up”, and, where a declaration has not be en made and delivered
as aforesaid, is in this Act referred to as “credit ors voluntary winding up.”
Members’ Voluntary Winding up
291. Provisions applicable to a members’ voluntary winding up.– The provisions contained in section 292 to 296
(both inclusive), shall apply in relation to a memb ers voluntary winding up.
292. Power of company to appoint and fix remunerati on of liquidator.–(1) The company in general meeting shall
appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company, and may
fix the remuneration to be paid to him or them.
(2) On the appointment of liquidator, all the power s of the directors shall cease, except so far as the company in general
meeting or the liquidator, sanctions the continuanc e thereof.
293. Power to fill vacancy in the office of liquida tor.–(1) If a vacancy occurs by death, resignation or ot herwise in the
office of liquidator appointed by the company, the company in general meeting may, subject to any agre ement with its
creditors, fill vacancy.
(2) For the purpose of filling in the said vacancy, a general meeting may be convented by any contribu tory or, if there were
more liquidators than one, by the continuing liquid ator.
(3) The meeting shall be held in the manner provide d by this Act or by articles, or in such manner as may, on application by
any contributory or by the continuing liquidators, be determined by the Court.
294. Power of liquidator to accept shares, etc as c onsideration for sale of property of company.–
(1) Where a company is proposed to be, or is in course of being, wound up altogether voluntarily, and the whole or part of its
business or property is proposed to be transferred or sold to another company, whether a company withi n the meaning of
this Act or not, in this section called “the transf eree company”, may with the sanction of a special r esolution of that company
conferring either a general authority on the liquid ator or an authority in respect of any particular a rrangement, receive, in
compensation or part compensation for the transfer or sale, shares, polices, or other like interests in the transferee company,
for distribution among the members of the transfero r company, or may enter into any other arrangement where by the
members of the transferor company may, in lieu of r eceiving cash or shares, policies or other like interests or in addition
thereto, participate in the profits of, or receive any other benefit from, the transferee company.
(2) Any sale or other transfer or arrangement in pu rsuance of this section shall be binding on the mem bers of the transferor
company.
(3) If any member of the transferor company who did not vote in favour of the special resolution expresses his dissent
therefrom in writing addressed to the liquidator an d left at the registered office of the company within seven days after the
passing of the special resolution, by may require t he liquidator either to abstain from carrying the resolution into effect or to
purchase his interest at a price to be determined b y agreement or any arbitration in manner hereafter provided.
(4) If the liquidator elects to purchase the member ‘s interest, the purchase money must be paid before the company is
dissolved, and be raised by the liquidator in such manner as may be determined by special resolution.
(5) A special resolution shall not be invalid, for the purpose of this section by reason only that it is passed before or
concurrently with a resolution for voluntary windin g up or for appointment of liquidators, but if an order is made within a year
for winding up the company by or subject to the sup ervision of the Court, the special resolution shall not be valid unless
sanctioned by the Court.
(6) The provisions of the Arbitration Act, 1940(X o f 1940), other that those restricting the application of the Act in respect of
the subject matter of the arbitration, shall apply to all arbitrations in pursuance of this section.
295. Duty of liquidator to call general meeting at the end of each year:–(1) In the event of the winding up continuing
for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the
commencement of the winding up and of each succeedi ng year, or as soon thereafter as may be convenient within ninety
days, of the close of the year, and shall lay befor e the meeting an account of his acts and dealings a nd of the conduct of the
winding up during the proceeding year and a stateme nt in the preseribed form containing the prescribed particulars with
respect to the position of the liquidation.
(2) If the liquidator fails to comply with this sec tion, he shall be liable to a fine not exceeding five hundred taka.

296. Final meeting and dissolution–(1) As soon as the affairs of the company are fully wound up, liquidator shall make
up an account of the winding of up showing how the winding up has been conducted and the property of the company has
been disposed of, and thereupon shall call a genera l meeting the company for the purpose of laying bef ore it the account,
and giving explanation thereof.
(2) The meeting shall be called by advertisement sp ecifying the time, place and object thereof and published one month at
least before the meeting in the manner specified in sub-section (1) of section 289 for publication of a notice under that sub–
section;
(3) Within one week after the meeting the liquidato r shall send to the Registrar a copy of the account and shall make a return
to him of the holding of the meeting and of its dat e, and if the copy is not sent or the return is not made in accordance with
this sub-section, the liquidator shall be liable to a fine not exceeding one hundred taka for everyday during which the default
continues:
Provided that, if a quorum is not present at the me eting the liquidator shall in lieu of the said return make a return that the
meeting was duly summoned and that no quorum was pr esent thereat, and upon such a return being made the provisions of
this sub–section as to the making of the return sh all deemed to have been complied with.
(4) The Registrar on receiving the account and eith er of the returns mentioned in sub-section (3) shall forthwith register
them and on the expiration of three months from the registration of the return the company shall be deemed to be dissolved:
Provided that the Court may, on the he application of the liquidator or of any other person who appears to the Court to be
interested, make an order deferring the date at whi ch the dissolution of the company is to effect for such time as the Court
thinks fit.
(5) It shall be the duty of the person on whose app lication an order of the Court under sub–section (4) is made, within
twenty–one after the making of the order, to deliv er to the Registrar a certified copy of the order for registration and if that
person fails so to do he shall be liable to a fine not exceeding one hundred taka for every day during which the default
continues.
Creditor’s voluntary winding up
297. Provision applicable to a vonutary winding up: — The provisions contained in sections 298 to 305, b oth inclusive,
shall apply in relation to a creditors voluntary wi nding up.
298. Meeting of creditors:– (1) The company shall cause a meeting of the credit ors of the company to be summoned for
the day, or the day next following the day, on whic h there is to be held the meeting at which the reso lution for voluntary
winding up is to be proposed, and shall cause the n otices of the said meeting of creditors to be sent by post to the creditors
simultaneously with the sending of the notices of t he said meeting of the company at which such resolu tion will be proposed.
(2) The company shall also cause notice of the meet ing of the creditors be advertised in the manner specified in sub–section
(1) of section 289 for the publication of a notice under that sub–section.
(3) The directors of the company shall–
(a) cause a full statement of the position of the c ompanys affairs together with a list of the credito rs of the company
and the estimated amount of their claims to be laid , before the meeting of creditors to be held as aforesaid; and
(b) appoint one of their number to preside at the s aid meeting
(4) It shall be the duty of the director appointed to preside at the meeting creditors to attend the m eeting and to preside
thereat.
(5) If the meeting of the company at which the reso lution for voluntary winding up is to be proposed is adjourned and the
resolution is passed at an adjourned meeting, any r esolution passed at the meeting of the creditors held in pursuance of sub-
section (1) shall have effect as if it had been pas sed immediately after the passing of the resolution for winding of the
company.
(6) If default is made–
(a) by the company in complying with sub–sections( 1) and (2);
(b) by the board of directors of the company in com plying with sub– section(3);
(c) by any director of the company in complying wit h sub–section(4).
the company, every member of the board of directors or director, as the case may be, shall be liable to a fine not exceeding
five thousand taka and, in the case of default by t he company every officer of the company who is in d efault shall be liable to
the like penalty.
299. Appointment of liquidator.– The creditors and the company at their respective meetings mentioned in section 298
may nominate a person to be liquidator for the purp ose of winding up the affairs and distributing the assets of the company,
and if the creditors and the company nominate diffe rent persons, the person nominated by the creditors shall be the
liquidator, and if no person is nominated by the cr editors the person, if any, nominated by the compan y shall be liquidator.
Provided that in the case of different persons bein g nominated, any director, member or creditor of th e company may, within
seven days after the date on which the nomination w as made by the creditors, apply to the Court for an order either directing
that the person nominated as liquidator by the comp any shall be liquidator instead of or jointly with the person nominated by
the creditors, or appointing some other person to b e liquidator instead of the person appointed by the creditors.
300. Appointment of committee of inspection.– The creditors at the meeting to be held in pursuance of section 298 or
at any subsequent meeting may, if they think fit, a ppoint a committee of inspection consisting of not more than five persons
and if such a committee is appointed the company ma y, either at the meeting at which the resolution for voluntary winding

up is passed or at anytime subsequently in general meeting, appoint such number of persons as they thi nk fit to act as
members of the committee not exceeding five in numb er:
Provided that the creditors may, if they think fit, resolve that all or any of the persons so appointe d by the company to be
members of the committee of inspection and, if the creditors so resolve, the persons mentioned in the resolution shall not,
unless the Court otherwise directs, be qualified to remain or to act as members, of the committee, and on any application to
the Court may under this provisior the Court may, i f it thinks fit, appoint other persons to act as such members in place of
the persons mentioned in the resolution.
301. Fixing of liquidators remuneration and cessati on of directors powers.– The committee of inspection, or if there
is no such committee, the creditors may fix the rem uneration to be paid to the liquidator or liquidators, and where the
remuneration is not so sixed, it shall be determine d by the Court.
(2) On the appointment of a liquidator, all the pow ers of the directors shall cease, except so far as the committee of
inspection, or if there is no such committee, the c reditors sanction the continuance thereof.
302. Power to fill vacancy in the office of liquida tor.– If a vacancy occurs by death, resignation or other wise, in the
office of a liquidator then the vacancy maybe fille d in by the Court when the liquidator was appointed by the Court or by the
creditors where the liquidator was appointed by cre ditors.
303. Application of section 294 to a creditors voin tary winding up.– The provisions of section 294 shall apply the case
of a creditors voluntary winding up as in the he ca se of a members voluntary winding up with the modif ication that the
powers of the liquidator under the said section sha ll not be exercise with the saction either the of Court or of the committee
of inspection.
304. Duty of liquidator to call meeting of company and of creditors at the year and.–(1) In the event of the winding
up continuing for more than one year, the liquidato r shall summon a general meeting of the company and a meeting of
creditors at the end of the first year from the com mencement of the winding up, and of each succeeding year, or as soon
thereafter as may be convenient and shall lay befor e the meetings an account of his acts and dealing a nd of the conduct of
the winding up during the proceeding year and a sta tement in the he prescribed form containing the prescribed particulars
with respect to the position of the winding up.
(2) If the liquidator fails to comply with this sec tion, he shall be liable to a fine not exceeding five hundred taka.
305. Final meeting and dissolution.– (1) As soon as the affairs of the company are fully wound up, the liquidator shall
make up an account of the winding up showing how th e winding up has been conducted and the property of the company has
been disposed of, and thereupon shall call a genera l meeting of the company and a meeting of the credi tors, for the purpose
of laying the account before the meetings and givin g any explanation thereof.
(2) Each such meeting under sub-section (II) shall be called by advertisement specifying the time, place and object thereof
and published one month at least before the meeting in the manner specified in sub-section (1) of section 289 for the
publication of a notice under that sub–section.
(3) Within one week after the date of the meetings, or, if the meetings, are not held on the same date, after the date of the
later meeting, the liquidator send to the Registrar a copy of the account, and shall make a return to the him of the holding of
the meetings and of their dates, and if the copies are not sent or the return is not made in accordanc e with this sub–section,
the day during which the default continues:
Provided that, if a quorum, which for the purpose o f the this section shall be two person, is not present at either of such
meetings the liquidator shall, in lieu of such retu rn, make a return that the meeting was duly summone d and that no quorum
was present thereat, and upon such a return being m ade the provisions of this sub-section as to the making of the return
shall, in respect of that meeting be deemed to have been complied with (4) The Registrar, on receiving the account and in
respect of each such meeting.
(4) The Registrar on receiving the account and any of the returns mentioned in sub-section (3), shall forthwith register them,
and on the expiration of three months from the regi stration there of the company shall be deemed to be dissolved:
Provided that the Court may, on the application of the liquidator or of any other person who appears t o the Court to be
interested, make an order deferring the date at whi ch the dissolution of the company is to take effect for such time as the
Court thinks fit.
(5) It shall be the duty of the person on whose app lication an order of the Court under sub–section this(4) is made, within
twenty one days after the making of the of the orde r, to deliver to the Register a certified copy of the order for registration,
and if that person fails to do so, he shall be liab le to fine not exceeding one hundred take for every day during which the
default continues.
General provision for voluntary winding up
306. Provisions applicable to every voluntary windi ng up.– The provisions contained in section 307 to 314, bo th
inclusive, shall apply to every voluntary winding u p whether a members or a creditors winding up.
307. Distribution of property of company — Subject to the provisions of this Act as to prefere ntial payments, the
property of a company shall, on its winding up, be applied in satisfaction of its liabilities pari passu and, subject, to such
application, shall unless the articles otherwise pr ovide, be distributed among the members according t o their rights and
interested in the company.
308. Powers and duties of liquidator in voluntary w inding up.–(1) The liquidator may–
(a) in the case of a members voluntary winding up w ith the sanction of an extraordinary resolution of the company,
and in the case of a creditors’ voluntary winding u p, with the sanction of either the court or the com mittee of
inspection, exercise any of the powers give by clau ses (d), (e),(f) and (h) o f section 262 to a liquidator in a winding
up; but the exercise by the liquidator of the power s given by this clause shall be subject to the control of the Court

and any creditor or contributory may apply to the Court with respect to any exercise or proposed exercise of any of
these powers;
(b) without the sanction referred to in clause (a), exercise any of the other powers by this Act given on the
liquidator in a winding up by the Court:
(c) exercise the power of the Court under this Act of settling a list. of contributories; and the list of contributories;
shall be prima facie evidence of the liability of t he persons named there in the be contributories;
(e) summon general meetings of the company for the purpose of obtain obtaining the sanction of the company by
special or extraordinary resolution of for any othe r purpose he may think fit.
(2) The liquidator shall pay the debts of the compa ny and shall adjust the rights of the contributories; among themselves.
(3) When several liquidators are appointed, any pow er given by this Act may be exercised by such one o r more of the them
as may determined at the time of the appointment, o r, in default of such determination, by any number not loss than two.
309. Power of Court to appoint and remove liquidato r in voluntary winding up–(1) If, from any cause whatever, ,
there is no liquidator acting, the Court may appoin t a liquidator.
(2) The Court may, on cause shown, remove a liquida tor and appoint another liquidator, and, in case of such removal shall
immediately send a copy of the removal order to the removed liquidator.
310. Notice by liquidator of his appointment.– (1) The liquidator shall, with–in twenty one days after his appointment,
deliver to the Registrar for registration a notice of his appointment in the form prescribed.
(2) If the liquidator fails to comply with the requ irements of this section, he shall be liable to a fine not exceeding one
hundred taka for every day during which the default continues.
311. Arrangement when bindings on creditors.- Any arrangement entered into between a company abo ut to be, or in
the course of being, wound up and its creditors sha ll, subject to the right of appeal under sub-section (2) be binding on the
company if sanctioned by an extraordinary resolutio n, and also on the creditors if acceded to by there–fourths in number and
value of the creditors.
(2) Any creditor or contributory may, within three weeks from the completion of the arrangement, appea l to the Court
against it, and the Court may thereupon, as it thin ks just, amend, vary or confirm the arrangement.
312 Power to apply to Court to have questions deter mined of powers exercised.–(1) The liquidator or any
contributory or creditor may apply to the Court to determine any questior arising in the winding up of a company, or to
exercise, as respects the enforcing of alls, stayin g of proceedings or any other matter all or any of the powers which the court
might exercise if the company were being wound up b y the Court.
(2) The liquidator or any creditor or contributory may apply for order settings aside any attachment, distress or execution put
into force against the estate or effects of the com pany after the commencement of the winding up.
(3) The application under sub-section (2) shall be made–
(a) if the attachment, distress or execution is lev ied or put into force by the High Court Division, t o thee High Court
Division: and
(b) if the attachment, distress or execution is lev ied or put into force by any other Court, to the Co urt having
jurisdiction to wind up the company.
(4) Thee Court, if satisfied that the determination of the question of the required exercise of power or the order applied for
will be just and beneficial, may accede wholly or p artially to the application on such terms and conditions as it thinks fit, or
may make such other order on the application as it thinks just.
313. Cost of voluntary winding up.– All costs, charges and other expenditure properly i ncurred in the winding put
including the remuneration of the liquidator, shall subject to the rights of secured creditors, if any, be payable out of the
assets of the company in priority to all other clai ms.
314. Saving for rights of creditors and contributor y.– The winding up of a company shall not bar the right of any
creditor or contributory to apply for a winding up by the Court, but in the case of an application by a contributory the Court
must be satisfied that the rights of the contributo ries will be prejudiced by a voluntary winding up.
315. Power of Court to adopt proceeding of voluntar y winding up.– Where a company is being wound up voluntary
and an order is made for winding up by the Court, t he Court may, if it think fit, by the same or subsequent order, provide for
the adoption of all or any of the proceedings in th e voluntary winding up and also for any incidental on consequent situation.
Winding up subject to supervision of Court
316. Power to order winding up subject to supervisi on.– when a company has by special or extraordinary reso lution,
resolved to wind up voluntarily the Court may make an order that the voluntary winding up shall continue, but subject to
such supervision of the Court, and with such libert y for creditors, contributories; or other to apply to the court and generally
on such terms and conditions as the court thinks ju st.
317 Effect of petition for winding up subject to su pervision.–A petition for continuance of voluntary winding up
subject to the supervision of the Court shall, for the purpose of giving jurisdiction to the court ove r suits, be deemed to be
petition for winding up by the court.
318. Court may have regard to wishes of creditors a nd contributories.–The Court may, in deciding between a
winding up by the Court and winding up subject to s upervision, in the appointment of liquidators, and all other matter
relating to the winding up subject to supervision h ave regard to the wishes of the creditors or contributories; as proved to it
by any sufficient evidence.

319. Power of Court to appoint and remove liquidators.–(1) Where an order is made for a winding up subject to
supervision, the Court may by the same or any subse quent order appoint any additional liquidator.
(2) A liquidator appointed by the Court under this section shall have the same powers, be subject top the same obligations
and in all respects stand the same position ad if h e had been appointed by the company pay.
(3) The Court may removed any liquidator so appoint ed by the Court or any liquidator continued under der the supervision
order and fill and vacancy occasioned by the remova l or by death or resignation.
320. Effect of supervision order.– (1) Where an order is made for a winding up subject to supervision, the liquidator may,
subject to any restrictions imposed by the Court, e xercise all this powers, without the sanction or intervention of the Court ,
in the same manner as if the company were being wou nd up altogether voluntarily.
(2) Expect as provided in sub-section (1) , and sav e for the purposes of section 279, any order made b y the Court for a
winding up subject to the supervision of the Court shall for all purposes, including the staying of suits and other proceeding,
be deemed to be an order of the court for winding u p of the company by the Court and shall confer full authoritly on the
Court to make calls or to enforce calls made by the liquidators, and to exercise all other powers which it might have exercise
if an order had been made for winding up the compan y altogether by the Court.
(3) In the construction of the provision whereby th e Court is empowered to direct any act or thing to be done to or in favour
of the official liquidator, the expression “offici al liquidator” shall be deemed to mean the liquida tor conducting the winding
up subject to the supervision of the Court.
321. Appointment of liquidators subject to supervis ion to the office of official liquidators– Where an order has
been made for the winding up of a company subject t o supervision, and order is afterwards made for winding up by the
Court, the Court may, by the last–mentioned order or by any subsequent order, appoint the liquidators for the first
mentioned winding up or any of them either provisio nally or permanently, and wither with or without the addition of any
other person, to be official liquidator in the wind ing up by the Court.
Supplemental Provisions
322. Avoidance of transfers, etc. after commencemen t of winding up.– (1) In the case of voluntary winding up, every
transfer of shares, except, transfers made to or wi th the sanction of the liquidator, and every alteration in the status of the
member of the company made after the commencement o f the winding up shall be vied.
(2) In the case of a winding up by or subject to th e supervision of the Court, every disposition of the property,, including
actionable claims of the company, and every transfe r of shares, alteration in the status of its members, made after the
commencement of the winding up shall the Court othe rwise orders be voids.
323. Debts of all descriptions to be proved.– In every winding up, subject in the case of insolvent companies to the
application in accordance with the provisions of th is Act or the law of insolvency, all debts payable on a contingency, and all
claims against the company, present or future certa in or contingency be admissible to proof against the company, a just
estimate being made, so far as possible, of value o f such debts or claims as may be subject to any con tingency or for some
other reason do not bear a certain value.
324. Application of insolvency rules in winding up of insolvent companies.– In the winding up of an insolvency, all
debts payable on a contingency, and all claims agai nst the company, present or future, certain or contingent, shall be
admissible to proof against the company, a just est imate being made , so far as possible, of value of such dbts or claims as
may be subject to any contingency or for some other reasons do not bear a certain value.
324. Application of insolvency rules in winding up of insolvent companies.– In the winding up of an insolvent
company the same rules shall previal and be observe d with regard to the respective eights of secured and unsecured
creditors and to debts provable and the valuation o f annuities and future and contingent liabilities as are in force for the time
being under the law of insolvents with respect to t he estate of persons adjudged insolvent; and all pe rsons who in any such
case would be entitled to proved for and receive di vidends out of the assets of the company may come i n under the winding
up, and make such claims against the company as the y respectively are entitled to by virtue of this section.
325. Preferential payments.– (1) In a winding up there shall be paid in priority to all other debts–
(a) all revenue, taxes, cesses and rates, whether p ayable to the Government or to a local authority du e from the
company at the date, specified in sub–section(5), hereinafter referred in this sub–section as the said date and
having become due and payable Within the twelve mon ths next before the said ate;
(b) all wages or salary of any clerk and other serv ant in respect of service rendered to the company w ithin the two
months next before the said date, not exceeding one thousand taka for each clerk or servant;
(c) all wages of any labourer or workman, not excee ding five hundred for each, whether payable for the time or
piece–work, in respect of services rendered to the company within the two months next before the said date:
(d) compensation payable under the Workmen’s Compen sation Act, 1923 (VIII of 1923), in respect of the death or
disablement of any officer or employee of the compa ny; and
(f) the expenses of any investigation held in pursu ance of clause (c) of section 195 of this Act.
(2) thee debts mention din sub-section(1) shall–
(a) rank equally among themselves and be paid in fu ll , unless the assets are insufficient to meet them, in case they
shall abate in equal proportion; and
(b) so far as the assets of the company available f or payment of general creditors are insufficient to meet them,
have priority over the claims of holders of debentu res under any floating charge created by the compan y and be
paid accordingly out of any property comprised in o r subject to that charge.

(3) Subject to the retention of such sums as may be necessary for the costs and expenses of the winding up, the foregoing
debts shall be discharged forth with so far as the assets are sufficient to meet them.
(4) In the event of any person distraining or havin g distrained on nay goods or effects of the company within three months
next before the date of a winding up order, the deb ts to which priority is given by this section shall be a first charge on the
good or effects so distrained on the proceeds of th e sale thereof:
Provided that in respect of any money paid under an y such charge thee said persons shall have the same rights or priority as
the person to whom the pay
(5) The date referred to in sub-section (1) (a) is- –
(a) in the case of a company ordered to be wound up compulsorily which had not previously commenced to be
wound up voluntarily the date of the winding up ord er; and
(b) in any other case, the date of the commencement of the winding up.
326. disclaimer of property.– (1) Where any part of the property of company which is being wound up consists of land of
any tenure burdened with onerous convenants, of sha res, or stock in other companies, of unprofitable contracts or of any
other property that is unsalable, or not readily sa leable, by reason of its binding the possesses ther e of the performance of
any onerous act, or to the payment of any sum of mo ney, the liquidator of the company, nontwithstanding that he had
endeavored to sell or has takenpossession of the pr operty, or had excised any act of ownership in relation thereto, may with
the leave of the Court and subject to the provision s of this the commencement of the winding up or suc h extended poriod as
may be allowed by the Court disclaim the property:
Provided that, where any such property has not come to the knowledge of the liquidator within one months after the
commencement of the winding up, the power under thi s section of disclaiming the property may be exercised at any time
within twelve months after he has become aware ther eof or such extended period as may be allowed by the Court.
(2) The disclaimer shall operate to determine, as f rom the date of disclaimer, the rights, interest, and liabilities of the
company, and the property of the company, in or in respect of the property disclaimed, but shall not, except so far as is
necessary for the purpose of releasing the company and the property of the company from liability affect the rights or
liabilities of any other person.
(3) The Court, before or on granting leave to discl aim, may require such notice to be given to persons interested and
imposed such terms as a condition or granting leave , and make such other order in the matter as the Co urt thinks just.
(4) The liquidator shall not be entitled to disclai m any property under this section in any case where an application writing
has been made to him by nay persons interested in t he property requiring him to decide whether he will or will not disclaim
and the liquidator has not within a period of thirt y days after he receipt of the application or such further time as may be
allowed by the Court , given notice to the applican t that he intends to apply to the Court for leave to disclaim, and in the case
of a contract, if the liquidator, after such an app lication as aforesaid, does not with the said perio d or further period disclaim
the contract, the company shall be deemed to have a dopted it.
(5) The Court may, on the application of any person who is, as against the liquidator, entitled to the benefit or subject to eh
burden of a contract made with the company, make an order rescinding the contract on such terms as to payment either
party of damages for the nonperformance of contract , or otherwise as the Court thinks just , and any damages payable under
the order to any such person may be proved by him a s debt in the winding up.
(6) the Court may, on an application by any person who wither claims any interest in any disclaimed property or is under any
liability not discharged by this Act in respect of any disclaimed property and or hearing any such per sons as it thinks fit,
make an order for the vesting of the properly in or seem just that the peoperty should be delivered by way of compensation
for such liability as aforesaid, or a trustee for h im and on such terms as the Court thiks just; and o n any such vesting order
being made, the property comprised therein shall ve st accordingly in the person therein named in that behalf without any
conveyance or as signment for the purpose:–
Provided that, where the property disclaimed is of a leasehold nature, the Court shall not make a vest ing order in favour of
any person claiming under the company whether as un der–lessee or as mortgagee expect upon the terms of making that
person–
(a) Subject the same liabilities and obligations as those to which the company was subject under the l ease or
mortgage in respect of the property at the commence ment of the winding up; or
(b) if the Court thinks fit, subject only to the sa me liabilities and obligations as if the lease had been assigned to that
person at that date;
and in either, if the case so requires, as if the l ease had comprised only the property comprised in v esting order, and any
mortgagee or under lease declining to accept a vest ing order up on such terms hall be excluded all interest in and security
upon the property, and if there is not person claim ing under the company who is willing to accept and order upon such terms,
the Court shall have power to vest the estate and i ntrust of the company in the property in any person liable, either
personally or in representative, and either alone o r jointly with company, to perform the lessee’s con venants in the lease ,
freed and discharged from all estates, incumbranees and interests created therein by the company.
(7) any person injured by the operation of disclaim er under this section shall be deemed to be a creditor of the company to
the amount of the injury, and may accordingly prove the amount as a debt in the winding up.
327 Fraudulent preference.– (1) Any transfer, delivery of goods, payment, execu tion or other act relating to property
which would, if made or done by or against an indiv idual be deemed in his insolvency a fraudulent preference, shall is made
or done by or against a company, be deemed and inva lid accordingly.

(2) For the purpose of this section, the presentation of a petition for winding up in the case of wind ing up by or subject to the
supervision of the Court , and a resolution for win ding up in the case of a voluntary winding up, shal l be deemed to
correspond with the act of insolvency in the case o f an individual.,
(3) Any transfer or assignment by a company of all its property to trustees for the benefit of all its creditors shall be void.
328. Avoidance of certain attachments, executions, etc.–(1) Where any company in s being wound up by or sub ject to
the supervision of the Court, any attachment, distr ess or executuon put in force without leave of the Court against the estate
or effects or any sale held without leave of the Co urt of any properties of the company after the comm encement off the
winding up shall be void.
(2) Nothing in this section applies to proceedings by the Government.
329. Effect of charge created after commencement of winding up–A floating charge on the undertaking or property of
the company created with in ninety day of commencem ent of the winding up shall unless it is proved that the company
immediately mediately after the creation of the cha rge was solvent , be invalid except top the amount of any cash paid to the
company at the time of or subsequently to the creat ion of , and in consideration for the charge, together with interest on the
amount at the rate of five per cent, per annum.
330 General scheme of liquidation may be sanctioned . –(1) The liquidator may with the sanction of the Cou rt when the
Court or subject to the supervision of the Court, a nd with the sanction of an extraordinary resolution of the company in the
case of a voluntary winding up, do the following th ings or any of them:–
(i) pay to any classes of creditor in full;
(ii) make any compromise or arrangement with credit ors or persons claiming to be creditors or alleging themselves
to have any claim, present or future, whereby the c ompany may be rendered liable;
(iii) compromise all calls and liabilities to calls , debts and liabilities, capable of resulting in de bts, and all claims,
present or future, certain or contingent, subsistin g or supposed to subsist between the company and a contributory
or alleged contributory or other debtor or person a pprehending liability to the company, and all quest ions in any way
relating to or affecting the assets or the winding up of the company, on such terms as may be agreed, and take any
security for the discharge of any such call debt, l iability or claim, and give a complete discharge in respect thereof.
(2) The exercise by the liquidator of the powers un der this section shall be subject to the control of the Court and any
creditor or contributory may apply to the Court wit h respect to any exercise or proposed exercise of a ny these powers.
331. Power of Court to assess damages against delin quent director, etc.–(1) Where, in the course of winding up a
company in appears that nay person who has taken pa rt in the formation or promotion of the company or any past or present
director, manager or liquidator, or any officer of the company properly of the company, or been guilty of misfea*ance or
breach of trust in relation to the company the Cour t may, on the application of the liquidate or of any creditor or contributory
made within three years from the date of the first appointment of a liquidator in the winding up or of the mi*application,
retainer **sfea+ance of liquidator in the winding u p or of the misapplication, retained misfea*ance or breach of trust, as the
case may be whichever is longer examine of the cond uct of the promoter, director manage liquidate or office and may compel
him to repay or restore the money or property or an y partnered of respectively with interest at such rate as the Court thinks
just, or to contribute such sum to the assets of th e company by way of compensation in respect of the misapplication,
retainer, misfeasance or breach or trust, as the Co urt thinks just.
(2) This section shall apply notwithstanding that o ffence is one for which the offender many criminall y prosecuted.
332. Penalty for falsification of book.– In any director, manager, officer or contributory o f any company being wound up
destroys, multilates, alters of falsifies or fraudu lently secrets any books papers or securities or ma kes or is privy to the
making of any false or fraudulent entry in any regi ster book of account or document belonging to the c ompany with intent to
def*aud or deceive any person, he shall be liable t o imprisonment for a term which may extend to seven years, and shall also
be liable to fine.
333 Prosecution of delinquent directors.– (1) If it appears to the Court in the course of a w inding up by, or subject to
the supervision of the Court that an past or presen t director, manager or other officer, or any member of the company has
been guilty of any offence in relation to the compa ny for which he is criminally liable the Court may either on the application
of any person intrusted in the winding up of its ow n motion, direct the liquidate wither himself to p[prosecute the offender or
to refer the matter to the Registrar.
(2) If it appears to the liquidator in the course o f voluntary winding up that nay past or present dir ector, manager of other
offence or any member of the company has been guilt y of any offence in relation to the company for which he is criminally
liable he shall forth with report the matter to the Registrar and shall furnish to him such informatio n and give it him such
access to and facilities for inspecting and taking copies of any documents being, information or docum ent in the possession
or under the control of the liquidator relating to the matter in question, as he may require.
(3) Where any report is made under sub–section (2) to the Registrar, he may if he thinks fit, refer the matter to the
Government for further inquiry, and the Government shall thereupon investigate the matter and may if they think it
expedient, apply to the Court for an order conferri ng on any person designated by the Government for t he purpose with
respect to the company concerned all such powers of investigating the affairs of the company as are provided by this Act in
the case of a winding up by the Court.
(4) If on any report to the Registrar under sub–se ction (2) it appears to him that the case is not one in which proceeding
ought to be taken by him, he shall inform the liqui dator accordingly, and thereupon, subject to the pr evious sanction of the
Court, the liquidator may himself take proceedings against the offender.
(5) It it appears to the Court in the course of a v oluntary winding up that any past or present direct or, manager or other
officer or any member of the company has been guilt y as aforesaid, and that no report with respect to the matter has been
made by the liquidator tot he Registrar, the Court may, on the abolition of any person interested in the winding up or of its

won motion, direct the liquidator to make such a report, and on a report being made accordingly, the p rovision of this action
shall have effect as though the report as been made in pursuance of the provision of sub-section(2).
(6) If a matter is reported or referred to the Regi strar under this section and considers that prosecu tion ought to be instituted
there on, he shall place the papers before the Atto rney General or the public prosecutor and shall if advised to do so, institute
proceedings :
Provided that no prosecution shall be undertake wit hout first giving the accursed person an opportunity of making a
statement in writing to the Registered and of being headed thereon.
(7) Notwithstanding anything contained in the Evide nce Act, 1872(1 of 1872), when any proceedings are instituted under this
section it shall be duty of the liquidator and of e very officer and agent of the company past and pres ent other than the
defendant in the proceedings, to give all assistanc e in connection with the prosecution which he is re asonably able to give,
and for the purposes of this sub–section the expre ssion “agent” in relation to a company shall be deemed to include any
banker or legal adviser if the company and any pers on employed by the company as auditor, whether that person is or is not
an officer of the company.
(8) If any person fail or neglects to give assistan ce in manner required by sub-section (7), the Court may on the application
of the Registrar direct that person to comply with the requirements of the said sub-section, and where any such application is
made with respect to a liquidator, the Court may un less it appears that the failure on neglect to comply was due to the
liquidator not having in his hands sufficient asset s of the company to enable him so to do direct that the costs of the
application shall be borne by the liquidator person ally.
334. Penalty for false evidence:– If any person, upon any examination authorised un der this Act, or in any affidavit,
depositing or solemn affirmation, in or about the w inding up of any company under this Act, or otherwi se in or about any
matter arising under this Act intentionally give fa lse evidence, he shall be liable to improisonment f or a term which may
extend to seven years, and shall also be liable to find.
335. Penal provisions– (1) If any person, being a past or present director , managing agent manager or other officer of a
company which at the time of the commission of the alleged offence is being wound up in any manner.–
(a) does not to the best of his knowledge and belie f fully and truly discover to the liquidator all the property,
moveable and immovable of the company, and how and to whom and for what consideration part as has been
disposed of in the ordinary way of the business of the company, or
(b) does not deliver up to the liquidator, or as he directs all such part of movable and immovable pro perty of the
company as in this custody or under hiscontrol, and which he is required by law to deliver, or
(c) does not deliver to the liquidator, or as the d irects all books and papers on his custody or under his control
belonging to the company and which he is required b y law to deliver, or
(d) with in twelve months next before the commencem ent of the winding up or at any time thereafter, conceals
anypart of the property of the company to the value of one hundred taka or up wards or conceals any de bt to or
from the company, or
(e) within twelve months nest before the commenemen t of the winding up or at any time thereafter fraudulently
remove any part of the property of the company to t he value of one hundred taka or upwards, or
(f) makes an material omission in any statement rel ating to the affairs of the company or
(g) knowing or believing that a false debt has been proved by any person under winding up, fails withi n the period of
a month to inform the liquidator thereof, or
(h) after the commencement of the winding up preven ts the production of any book or paper affecting or relating to
the property or affairs of the company, or
(i) within twelve months next before the commenceme nt of the winding up or any time thereafter, conceals
destroys, mutilates or falsifies, or is privy to th e concealment, destruction, mutilation or falsifica tion of any book or
paper affecting or relating to the property or affa irs of the company or
(j) within twelve months next before the commenceme nt of the winding up or at any time thereafter makes or is
privy to the making of any false entry in any book or paper affecting or relating to the property or affairs of the
company, or
(k) within twelve months next before the commenceme nt of the winding up or at any time thereafter fraudulently
parting with altering or making any omission any do cument affecting or relating to the property or affairs of the
company, or
(l) after commencement of the winding up or at any meeting of the creditors of the company within twelve months
next before the commencement of the winding up , at tempts to account for any part of the property of the company
by fictitious losses or expenses, or
(m) within twelve months next before the commenceme nt of the winding up or at any time thereafter any false
representation or other fraud, obtained any propert y for or on behalf of the company on credit which t he company
does not subsequently pay or
(n) within twelve months next before the commenceme nt of the winding up or at any time thereafter, under the
false pretence that the company is carrying on its business, obtains on credit, for or on behalf of the company any
property which the company does not subsequently pa y for, or
(o) within twelve months next before the commenceme nt of the winding up or at any time thereafter pawns,
pledges, or disposes of any property of the company which such pawning pledging or disporting is in the ordinary
way of the biasness of the company, or

(p) is guilty of any false representation or other fraud for the purpose of obtaining the consent of t he creditors of the
company or any of them to an agreement with referen ce to the affairs of the company or to the winding up.
he shall punishable, in the case of the offence men tioned in clauses (m) (n) and (o) with imprisonment for a term not
exceeding seven years,, and in the case of any offe nce, mentioned in other clauses with imprisonment f or a term not
exceeding tow years:
Provided that it shall be a good defence to a charg e under any of clauses (b),(c),(d),(f),(n), and(o) if the accused proves that
he had no intent to defraud, and to a charge under any of the clauses (a) (h) (i) and (j) if he proves that he had no intent to
conceal the state of affairs of the company or to d efeat the law.
(2) Where any person pawn, pledges or disposes of a ny property in circumstances which and amount to an offence under
clause (o) of sub-section (1), every person who tak es in pawned, pledged or disposed of in such circum stances as aforesaid
shall be punishable with imprisonment for a term no t exceeding three years.
336. Meeting to ascertain wishes of creators or con tributions.(1) where by this Act the Court is authorized in re lation
to winding up have regard to the wishes of creditor s or contributors,, as proved to it by any sufficient evidence, the Court
may if it thinks for the purpose of ascertaining th ose wishes, direct meetings of the creditors or con tributors to be called, held
and conducted in such manner as the court direct an d may appoint a person to act as Chairman of any su ch meeting and to
report the result therefor the Court.
(2) In the case of creditors, regard shall be had t o the value of each creditors debt.
(3) In the case of contributories regard shall be h ad to number of votes conferred on each contributor y by the articles.
337. Evidentially value of documents of company– Where any company is being wound up, all documents of the
company and of the liquidator shall as between the contributors of the company, be prima-facie evidence of the truth of all
matters purporting to therein recorded.
338. Inspection documents.– After and order for a winding up by or subject to the supervision of the Court the Court may
make such order for in pectin creators and contribu tors, of the company of its documents as the Court thinks just, and any
documents in the possession of the company may be i nspected creditors or contributors accordingly but not , further or
otherwise.
339. disposal of document of company:– (1) when a company has been wound up and is about t o be dissolved the
documents of the company and of the liquidator any be disposed[hosed of a follows, that is to say:–
(a) in the case of a winding up by or subject OT th e supervision of the Court, in such way as the Cour t directs;
(b) in the case of voluntary winding up, in such wa y as the company by extraordinary resolution direct ed.
(2) After three years from the dissolution of the c ompany no responsibility shall rest on the company of the liquidators, or
any person to whom the custody of the documents has been committed, by reason of the same not being forthcoming to any
person claiming to be interested therein.
340 Power of Court to declare dissolution of comma void: –(1) Where a company has been dissolved, the Court m ay,
at any time within two years of the date of the dis solution on an application being made for the purpo se by liquidator of the
company or by any other person who appears to the C ourt to be interested make an order upon such terms as the Court to
the Court to be interested, make an order upon such terms as the Court thinks fit, declaring the dissolution to have been
void, and thereupon such proceedings may be taken a s might have been taken if the company had not been dissolved.
(2) It shall be the duty of the person on whose app lication the order was made, within twenty-one days after making of the
order, to file with the Registrar a certified copy of the order, and if that person fails so to do, he shall be liable to a fine not
exceeding one hundred taka for everyday during whic h he default continues.
341 Information as to pending liquidations : (1) where a company is being wound up, if the windi ng up is not
concluded–one year after its commencement the liqu idate, shall, once a year and at intervals of not more that twelve
months until the winding up is concluded, file in t he Court or with the Registrar, as the case may be statement in the
prescribed form and containing the prescribed parti culars with respect to the proceeding in and the position of the liquidation.
(2) Any person stating himself in writing to be a c reditor or contributory of the company shall be ent itled, by himself or by his
agent, at all reasonable time, on payment of the pr escribed fee, to inspect the statement and to receive a copy thereof or
extract therefrom; but any person untruthfully so s tating himself to be a creditor or contributory shall be deemed to be guilty
of an offence under section 182 of the Penal Code ( XLV of 1860) , and shall be punishable accordingly on the application of
the liquidator.
(3) If a liquidator fails to comply with the requir ements of this section, he shall be liable to a fine not exceeding one thousand
taka for each day during which the default continue s.
(4) When the statement is filed in Court, a copy sh all simultaneously be filed with the Registrar and shall be kept by him
along with other records of the company.
342. Payment of liquidator into bank:– (1) Every liquidator of a company which is being wo und up by the Court shall in
such manner and at such times as may be prescribed, pay the money received bn him in to a scheduled tanks as defined in
the Bangladesh Bank Order, 1972 (P.O. No. 127 of 19 72):
Provided that if the Court is satisfied that for th e purpose of carrying on the business of company or obtaining advances or
for any other reason it is for the advantage of the creditors or contributors that the liquidator should have an account with
any other bank, the Court may authorized the liquid ator it make his payment into or out of such other bank as the Court may
select and there upon those payments shall be made in the prescribed manner.
(2) It any liquidator at any time retains for north ern 10 day’s sum exceeding five hundred taka or suc h other amount as the
Court any in any particular case authoresses him to retain the unless he explains the retention in excess all the rate of

twenty per cent annum and shall be liable to disallowance of all or such part of his remuneration as t he Court may think just
and to be removed from his office by the Court and shall be liable to pay any expenses occasioned by reason of his default.
(3) A liquidator of a company which is being wound up shall open a special banking account and pay all sums received by him
a liquidator into such account.
343. Unclaimed dividend and undistributed assets to be paid to Combines Liquidation Account:
(1) Where any company is being wound up, if the liq uidator has in his hands or under his control any money of the company
presenting unclaimed dividends payable to any credi tor or undistributed asset refundable to any contributory which have
remained unclaimed for one hundred and eighty days after the date on which they become payable or refundable that
liquidation shall forthwith pay the said money into the Bangladesh Bank to the credit of the Governmen t in an account to be
called the Companies Liquidation Account” and the l iquidator shall on the dissolution of the company, similarly pay into the
said account any money representing unclaimed divid ed or undistributed assets in his hand at the date of dissolution.
(2) the liquidator shall, when making any payment r eferred to in sub section (1) furnish to such officer as the Government
may appoint in this behalf a statement in prescribe d form setting forth in respect of all sum included in such payment the
nature of the sums, the names and last know address ed of the persons entitled to participate therein, the amount to which
each is entitled and the nature of his claim theret o, and such other particulars as may be prescribed.
(3) the receipt of the Bangladesh Bank for any mone y paid to it under sub-section(1) shall be an effectual discharge of the
liquidator in respect thereof.
(4) where the company is being wound by the Court t he liquidator shall make the payment referred to in sub-section(1) by
transfer from the special banking account referred to in sub-section(3) of section 342, and where the company is being in
wound up voluntarily or subject OT the supervision of the Court the liquidator shall when filing a statement it pursuance of
sub-section (1) of section 341, indicate the sum to money which is payable to the Bangladesh Bank unde r subsection (1) of
this section which he has had in his the dat to whi ch the said statement is brought down, and shall, w ithin fourteen days of
the date of filing the said statement, pay that sum into the Companies Liquidation Account.
(5) Any person claiming to be entitled to any money paid into the Companies Liquidation Account in pursuance of this section
may apply to the court for an order for payment the reof, and the Court, if satisfied that the person claiming is entitled may
make an order for the payment OT that person of the sum or the asset due to him;
Provided that before making such order the Court sh all cause a notice to be served on such officer as the Government any
appoint in this behalf calling on the officer to sh ow cause within thirty days from the dat of the ser vice of the notice why the
order should not be made.
(6) Any money paid into the Companies Liquidation A ccount is pursuance of this section, which remains unclaimed thereafter
for a period of fifteen years, shall be transferred to the general revenue account of the Government; but any claim preferred
under sub-section (5) any money or asset to transfe rred shall be allowable as if such transfer had not been made, the order
for payment on such claim being treated as an order for refund of revenue.
(7) Any liquidator retaining any money or asset whi ch should have been deposited by him into the Combi nes Liquidation
Account under this section shall pay interest on th e amount retained at the rate of twenty percent ann um and shall also be
liable to pay any expense occasioned by reason of h is default and where the winding up is by or under the supervision of the
Court, he shall also be liable to disallowance of a ll or such part of his remuneration as the Court ma y think just and to be
removed from this office by the court.
(8) For the purposes of this section, the liquidato r may with the sanction of the Court or as the case may be, of the
Government, sellout the undistributed asset referre d to in sub-section(1) and deposit the sale proceed in the company’s
Liquidation Account and it may be accordingly be di sposed under this section.
344. Court or person before whom affidavit may be s worn:–(1) Any affidavit required to be sworn in Banglades h
before any Court, Judge or person lawfully authoriz ed to take and receive affidavit or in any place outside Bangladesh before
a Bangladesh Consul or Vic-Consul.
(2) All Court Judges, Justices, Commissioners, and persons acting judicially in Bangladesh shall take judicial notice of the seal
or stamp or signature as the case, may be, of any s uch Court Judge, person, Consul or Vice-Consul, Consul attached,
appended or subscribed to any such affidavit or to any other document to be used for the purposes of t his part.
RULES
345. Power of Supreme Court to make rules:– (1) The Superme Court may from time to time, make r ule consistent with
the Code of Civil procedure 1908 (Act of 1908) conc erning the following matters namely:–
(a) the mode of proceedings to be held for winding up of company in the High Court Division and in a c ourt
subordinate thereto.
(b) in the case of voluntary winding up by members or creditors, for the holding of meetings of creditors and
members in connection with proceedings under sectio n 228 of this Act;
(c) giving effect to the provision of this Act for the purpose of reduction of share capital and sub-d ivision of the
shares of a company;
(d) all applications to be made to the Court under the proving of this Act.
(2) The Court shall make rules providing for all ma tters which by this Act, are required to be prescribed.
(3) without prejudice to the generality of the fore going power the Supreme Court may such rules enable or require all or any
of the powered and duties conferred and imposed on the Court by this Act in respect of the matter following to exercised or
performed by the say the powers and duties of the C ontrol in respect of-

(a) holding and conducting meetings to ascertain the wishes of creditors and contributories ;
(b) Settling list of contributors and rectifying th e register of members where required, and collectin g and applying
the assets of the company
(c) requiring delivery of property or documents to the liquidator;
(d) making calls;
(e) fixing a time within which debts and claims mus t be proved.
Provided that the official liquidator shall not wit hout the special leave of the Court, rectify the re gister of members, and shall
not make any call without the special leave of the Court.
Removal of defunct Companies from Register.
346. Registrar may strike defunct company off Regis trar:– (1) where the Registrar has reasonable cause to bel ieve
that a company is not carrying on business or in op eration, he shall send to the company by post a letter inquiring whether
the company is carrying on business or in operation ;
(2) If the Registrar does not within thirty days of sending the letter receive any answer thereto, he shall within fourteen days,
after the expiration of the said thirty days send t o the company by post a registered letter referring to the first letter and
stating that no answer thereato has been received a nd that if an answer is not received to the second letter with thirty days
from the date, thereof, a notice will be published in the official Gazette with a view to striking the name of the company off
the register;
(3) If the Registrar either receives an answer from the company to the effect that it is not carrying on business or in
operation, or not within thirty days after sending the second letter receive any answer, he may publis h in the Official Gazette
and send to the company by post a notice that at th e expiration of ninety days from the date of that notice, the name of the
company mentioned therein will, unless cause is sho wn to the contrary, be struck off the register and the company will be
dissolved and in such a case the Registrar may send a copy of the notice to the company while in sending it to the concerned
authority for its publication official Gazette;
(4) If, in any case where a company is being wound up, the Registrar has reasonable cause to believe either that no
liquidator is acting or that the affairs or the com pany are fully wound up and the returns required to be made by the
liquidator have not been made for a period of six c onsecutive months after notice by the Registrar dem anding the returns,
has been sent by post to the company or to the liqu idator at his last known place of business, the Registrars may publish in
the official Gazette and sent to the company a like notice as is provided in the sub-section (3);
(5) At the expiration of the time mentioned in the notice the Registrar may unless cause to the contra ry is previously shown
by the company, strike its name on the register and on the he publication in the official Gazette of a notice to the effect the
company shall be dissolved:
Provided that the liability, if any, of every direc tor and member of the company shall continue and ma y be enforced as if the
company had not been dissolved.
(6) If a company or any member or creditor thereof feels aggrieved by the company having been struck o ff the register, the
Court on the application of the company or member o r creditor, may if satisfied that the company was at the time of the
striking off carrying on business or in operation o r other wise that it is just that the company be re stored, to the register, and
thereupon the company shall be deemed to have conti nued in existence as its name had not been struck off; and the Court
may by order give such directions and make such pro visions as seem just for placing the company and all other persons in
the same positions as nearly as may be as if the na me of the company has not been struck off;
(7) A letter or notice under this section may be ad dressed to the company at its registered office, or if no office has been
registered, to the care of some director, manger or other officer of the company or, if there is no director, manger or other
officer of the company whose named and address are known to the registrar such letter or notice may be sent to each of the
persons who subscribed the memorandum, at the addre ss mentioned in the memorandum.

PART VI
REGISTRATION OFFICE AND FEES
347. Registration office– (1) For the purposes of the registration of Compani es under this Act, there shall be central office
and original office at such places as the Governmen t think, fit and company shall be registered except at an office within the
territorial jurisdiction in which by the memorandum , the registered office of the company is declared to be e established.
(2) The Government may appoint such Registrar, Addi tional Registrar, and Assistant Registrar as it thinks necessary for the
registration of companies under this Act and may ma ke regulation rule with respect of their duties.
(3) The Salaries of the persons appointed under thi s section shall be fixed by the Government.
(4) the Government may direct as seal or seals to b e prepared for the authentication of documents requ ired for or connected
with the registration companies.
(5) any person may inspect the documents kept by th e Registrar on payment of such fees as may be specified by the
Government not exceeding the fees specified in Sche dule III for each inspection; and any person may require of any
company or a copy or extract of any other document or any part of other document,, to be certified by the Registrar on
payment for the certificate certified copy or extra ct of such fees as the Government may specify not e xceeding the fee
specified in the said Schedule.
(6) Whenever any act is by this Act directed to be done to or by the Registrar it shall until the Government otherwise direct
be done to or by the case of the central office the existing Registrar or in his absence OT or by such person as the
Government may for the time being authoress and in the Joint Registrar or Deputy Registrar or Assistant Registrar as is
appointed as the Chef Officer of that office.
348. Fees.– (1) There shall be paid to the Registrar in repect of the several matters mentioned in Schedule II the several
fees therein specified, or such smaller fees as the Government may direct.
(2) All fees paid to Registrar in pursuance of this Act shall be accounted for the Government.
349. Enforcing submission of returns and documents to Registrar: – (1) If a company, having made default in
complying with any provision of this Act, which req uires it to file with, deliver or send to the Registrar any return account or
other document, or to give notice to him of any mat ter fails to make good the default within fourteen days after the service
of a notice on the company requiring it to dos so, the Court may on an application made to the Court b y member or creditor
of the company or by Registrar, make an order direc ting the company and officer thereof to make good the default within
such time as may be specified in the order.
(2) Any such order may provide that all costs of an d incidental to the application shall be borne by the company or the
concerned officer in respect of any such default as aforesaid.
(3) Nothing in this section shall be taken to p[pre judice the operation of any then enactment imposing penalties on a
company or its officers in respect of any such defa ult as aforesaid.,
350. Filling or registration of documents, etc, aft er the time specified: – Any documents or return by this Act required
or authorized to be file or registered or any fact by this Act required or authorized to be registered with the Register on
payment of fees specified therefore in Schedule II any without prejudice to any other labilities be filed or registered after the
time if any pacifier in this Act for its filing or registration on payment of late fee specified in th e said Schedule II.

PART VII
APPLICATION OF ACT TO COMPANIES FORMED AND REGISTER ED
UNDER FORMER COMPANIES ACT
351. Application of Act to Combines formed under fo rmer Companies Act:- In the application of this Act to existing
companies it shall apply in the same manner in the case of limited company other shares; in the cases of a company limited
by guarantee company limited by hares; in the cases of a company limited by guarantee as if the company had been formed
and registered under this Act as a company limited by grantee; and in the case of a company other than a limited company
as if the company had been and registered under thi s Act as an unlimited company;
Provided that–
(a) nothing in Schedule I shall APPLY to a company formed and registered under nay law in force at any time before
commencement of this Act;
(b) reference express or impaled to the date of reg istration shall be constructed as a reference to the date at which the
comping was registered under any law in force at an y time before the commencement of this Act.
352. Application Act of companies registered but no t formed under former Combines Act:– This Act shall apply to
every company registered but not formed under any l aw in force at any time before the commencement of this Act in the
same manner as it is herein after in this Act. decl ared to apply to Combines registered but not formed under this Act:
Provided that reference, express or impaled, to the date off registration shall be cons rend a a reference to the date at which
the company was registered under the said laws or a ny of them.
353. Mode of transferring : A Company registered under any law in force at any time before the commencement of this
Act may cause its shares to be transferred in the m anner hitherto to in use or in such other mangier as the company may
direct.

PART VIII
COMPANIES AUTHORIZED TO BE REGISTERED
354. companies capable of being registered.– (1) With the exception and subject to the provision s mentioned and
contained in this section, any company formed wheth er before or after the commencement of this Act in pursuance of any
Act of Parliament other than this Act or being othe rwise duly constituted according to law and consist ing of seven or more
members, s many at time register under this Act as an unlimited company or as a company[by shares or a s a company
limited by guarantee; and the registration not be i nvalid by reason that it has taken place with a view to the company being
wound up
Provided that –
(a) a company having the liability of its members l imited by Act of Parliament and not being a joint-stock company as
injection 355, defined, shall not register in pursu ance of this section;
(b) a company having the liability of its members l imited by Act of Parliament shall not register in pursuance of this section
as an unlimited company not register on pursuance o f this section as a company limited by guarantee;
(c) a company that is not a joint-stock company as in section 355 defined shall not register in pursuance of this section as a
company limited by shares;
(d)) a company shall not register in pursuance of t his section without the assent of a majority of such of its members as are
present in person or by proxy, on cases where proxi es are allowed by the articles at a general meeting summoned for the
purpose;
(e) where a company not having the liability of its members limited by Act of Parliament is about to r egister as a limited
company, the molarity required to assent as mention ed it clause (d) shall consist of not less than three-fourths of the
members present in person or by proxy at the meetin g;
(f) where a company is about to register as a compa ny limited by guarantee, the assent OT its being so registered shall a
accompanied by a resolution declaring that each mem ber undertake to contribute to the assets of he company in the event of
its being wound up while he is member, or within on e year afterwards, for payment of the debts and liability of the company
contracted of winding up and for the adjustment of the right of the contributors among themselves such amount as may be
required not exceeding a specified amount.
(2) In computing any majority under this section, w hen a poll is demanded regard shall be had to the m ember of votes to
which each member is entities according to the arti cles.
355. Definition of joint stock company.– (1)For the purposed of this part, so far as it rela tes to registration or companies
limited by shares, a joint-stock company means–
(a) a company having a permanent paid up or nominal share capital of fixed amount divided into shares, also fixed amount,
or held of and transferable as stock or divided and held partly in one way and partly in the other; and
(b) formed on the principle or having only for its members as the holders of those shares or that stoc k and for no other
person.
(2) Such a company, when registered with limited li ability under this Act, shall be deemed to a a company limited by shares.
356. Requirements for registration of joint stock c ompaines.– Before the registration in pursuance of this part of joint
stock company, there shall be delivered to the Regi strar the following documents that is to say–
(a) a list showing the names address occupation of all person who on a day named in the list not being more than six clear
days before the day of registration were members of the company with the addition of the shares or stock held by them
respectively di tinsmithing in the he case where th e shares are numbered, each share by its number;
(b) a copy of deed of settlement contract of copart ner or other instrument constituent or regulation the company; and
(c) if the company is intended to be registered as a limited company, a statement specifying the follo wing particulars, that is
to say–
(i)) the nominal share capital of the company and t he number of shares into which its divided or the a mount of stock of
which it consists;
(ii) the number of shares taken and the amount paid on each share;
(iii) the name of the company with the addition of the word “Limited”” as the last OED thereof; and
(IV) in the case of a company intended to be regist ered as a company limited by guarantee, the resolut ion declaring the
amount of the guarantee.
357. Requirements for registration of companied oth er than joint-stock companies.– Before the registration in
pursuance of this Part of any company not being a j oint-stock company, there shall be delivered to the Registrar.–
(a) a list showing the names, addressed and occasio ns of the directors of the company; and
(b) a copy of deed of settlement, contract of copar tner or other instrument constituent or regulating the company; and
(c) in the case of a company intended to be tegiste red as a company limited by guarantee, a copy of th e resolution declaring
the amount of the guarantee.
358. Authentication of statement of existing Compan ies.– The list of members and directors and any other pa rticulars
relating to the company required to be delivered to the Registrar shall be duly verified by the declaration of any two or more
directors or other principal officers of the compan y.

359. Registrar may require evidence as to nature of company.– The registrar may require such evidence as he thin ks
necessary for the purpose of satisfying himself whe ther any company proposing to be registered is or i s not a joint stock
company as defined in section 355.
360 On registration of banking company with limited liability, notice to be given to customer.-(1) Where a banking
company, which was in existence on the commencement of this Act, proposes to register as a limited company, it shall at
least thirty days before so registering give notice of its intention so to register OT every person wh o has a banking account
with the company be delivery of the notice to him b y posting at or his last know address.
(2) If the company omits to give the notice require d by this section, then as between the company and the person for the
time being interested in the account in respect of which the notice ought to have been given and so fa r as respect the
account down to the time at which notice is given b ut not further or otherwise the certificate of registration with limited
liability shall have not operation.
361. Exemption of certain Combines from payment of Fees.– No fees shall be charged in respect of the registr ation in
pursuance of this part of a company if it is not re gistered as a limited company, or if before its registration as a limited
company the liability of the shareholders was limit ed by some Act of Parliament.
362. Addition of “Limited” to name .– When a company registration in pursuance of this p art with limited liability the
word “Limited shall form and be registered as part of its name.
363. Certificate of registration of existing compan ies.– On compliance with the requirements of this Part wi th respect
to registration and on payment of such fees, if any as are payable under Schedule II, the Regisra+++ h all certificate under
his land that the company applying for registration ++ in++orporated as a company under this Act and i n the he a e of a
limited company that it is limited, and thereupon t he company shall be incorporated and shall have per petual succession and
a common seal.
364. Vesting of property on registration.– All property movable and immovable , including all interest and rights into
and out of property, mobile and immovable and inclu ding obligations and actionable claims as may belong to or be vested in
a company at the date of its registration the compa ny as incorporated under this Act for all the estate and interest of the
company therein.
365. Saving of existing liabilities.– registration of a company in pursuance of this Par t shall not affect the rights or
liabilities of the company in whatever manner such right on liability accrued or arose.
366. Continuation of suits.– All suits and other legal proceedings which at the time of the registration of a company, in
pursuance of this part are pending by or against th e company or an officer or member thereof may be co ntinued in the same
manner as if the registration had not taken place n evertheless execution shall not issue against the effects of any individual
member of the company on any decree or order obtain ed in any such suit or proceeding but in the event of the property and
effects of the company being insufficient to satisf y the decree or order, and order may be obtained fo r winding up the
company.
367 Effect of registration under this Act:– When a company is registered in pursuance of this P art-
(a) all provision continued in any Act of Parliamen t deed of settlement contract of copartner or other instrument constituting
or regulating the company or, in the case of a comp any registered as a company limited by guarantee, the resolution
declaring the amount of the guarantee, shall be dee med to be conditions and regulations of the company in the same manner
and with the same incidence; as it–
(i) so much thereof as would if the comma had been formed under this Act, have been required to be inserted in the
memorandum, were consigned in a registered memorand um; and
(ii) the residue there of were continued in a regis tered article;
(b) all the provisions of this Act shall apply to t he company and the members, contributors and credit ors there of in the he
same manner in all respects as of it had been forme d under this Act subject as follows , that is to say–
(i) the regulation in Schedule I shall not apply, u nless adopted by the special resolution:
(ii) the provisions of this Act relating to the num bering of shares shall not apply to any joint stock company whose shares are
not numbered:
(iii) subject to the Provisions of this section the company shall not have power to alter any provisio n contained in any Act of
Parliament relating to the company;
(IV) in the invent of the company being wound up ev ery person shall e a contributory, in respect of the debts and liability of
the company contract before regretting who is liabl e to pay or contiguity to the payment of any such d ebt or liability or to
pay or contiguity to the payment of any sum or the adjustment of the rights of the number among themse lves in respect of
any such debt or liability; or to pay or themselves in to the pay payment of the coat and expenses of winding upon the
company so far as relates to such debts or liabilit y as aforesaid of the company, in the course of the winding up all sum-due
form hi in respect of any such liability as aforesa id; and in the event of the death or insolvency of the contributor; the
provisions of this Act with respect of the legal re presentative and heirs of decreased contributors, , and with reference to the
assignees of insolvent contradictories, shall apply ;
(c) the provisions of this Act with respect to–
(i) the registration of an unlimited company as lim ited;
(ii) the powers of an unlimited company on registra tion as a limited company to increase the nominal a mount of its shares
capital[ital and to provide that a portion of this share capital and to provided that a prosing of OT shares capital shall not be
capable of being called up except in the event of w inding up;

(iii) the power of a limited company to determine that a prosing of its share capital shall not be capable of being called up
except in the event of winding up;
shall apply withnotsanding any provisions contained in any Act or Parliament , deed of settlement, contract of copartner or
other instrument constitution or regulating the com pany.,
(d) nothing in this section shall authoress the com pany to alter any such provisions continued in any Act or Parliament, deed
of settlement contract of copartner or other instru ment constitution or regulating the company, as wou ld., if the company
had originally been formed under this Act have been required to be continued in the memorandum and are not autopsied to
be altered by this Act.
(e) nothing in this Act shall derogate from any law ful power of altering its continuation or regulating the company which may
by virtue of any Act of Parliament, deed of settlem ent contract of copartner or other instrument const ituting or regulating the
company, be bested in the company.
368. Power to substitute memorandum and articles fo r deed of settlement.–(1) Subject OT the provisions of this
section, as company registered in pursuance of this part many by special resolution, alter the form of its connotation by
substituting a memorandum and article for a deed of settled;
(2) the provision of this Act with respect OT confi rmation by the Court and registration of an alterat ion under this section with
the following modifications, namely;–
(a) there shall be subsisted for the printed copy o f the lathered memorandum required to be filed with Registrar a printed
copy of the subsisted memorandum and articles; and
(b) on the respiration of the laceration being cert ified by the Registrar, the subsisted memorandum an d article shall apply to
the company in the same manner as if it were a comp any registered under this Act with that memorandum and those
articles, and the company’ deed of settlement shall cease to apply to the company.
(3) An alteration under this section may be made ei ther with or without any alteration of the objects of the company under
this Act.
(4) IN this section, the expression “deed of settle ment” includes any contract of copartner or other i nstrument constituting or
regulating the company not being an Act of Parliame nt.
369. Power of Court OT stay or restrain proceedings .– The provisions of this Act with respect OT to and restraining
skittish and legal proceedings against a company at any time after the presentation of a petition for winding up and before
the making of a winding up order shall, in the case of a company registered in pursuance of this Part, were the application to
say or restrain is by creditor, extend to skittish and legal proceedings against any contributory of t he company.
370 suits stayed on winding up order– when an order has been made for winding up a compa ny registered in pursuance
of this Part, no suit or other legal proceeding sha ll be commenced or proceeded with against the compa ny or any contributor
of the company in respect of any debt of the compan y , except by leave of the Court and subject to such terms ad the court
may impose.

PART IX
WINDING UP PF UNREGISTERED COMBINES
371. Meaning of “unregarded company” — For the purposes of this Part, the expression” unr egistered company shall not
include a company registered under this Act or unde r any company law in force at any time company cons isting of more than
seven members and not registered under this Act or the said company with the following exceptions and additions, namely:–
(a) no unregistered company shall be wound up under this Act voluntarily or subject to supervision of the Court;
(b) the circumstance in which an unregistered compa ny may be wound up are as follows namely;–
(i) if the company is dissolved or has ceased to ca rry on business or is carrying on business only for the purpose of winding
up its affairs;
(ii) if the company is unable to pay its debts;
(iii) if the Court is of option that is just and eq uitable that the company should be wound up.
(c) an unregarded company shall for the purposes of this section deemed to be unable to pay its debts.
(i) if a creditor, by assignment or otherwise to wh o the company is indebted in a sum exceeding five h undred taka then due
has served on the company, by leaving at its princi pal place of business, or by delivering to the secretary, or some directly,
serving in such manner as the Court may approve or direct a demand under his hand REQUIRING the compan y tot he pay
service of the demand neglected to pay the sum or t o secure or compound for it to the satisfaction of the creator; or
(ii) if any suit or other legal proceeding has been instituted against any member or any debt or deman d due or claimed to be
due from the comma or from him in his character of member, and notice in writing of the institution of the suit or other legal
proceeding having been served on the company by lea ving the same at its p[principle place of business or by delivering it to
the secretary, or some director, `manager or princi pal office of the company or by otherwise serving t he same in such
manner as the Court may approve or direct, the comp any has not within ten days after service of the notice paid, secured or
compounded for the debt or demand, procured an orde r for the suit or other legal proceeding to be stayed, or indemnified
the said member or defendant to this reasonable sat isfaction against the suitor defendant to his reasonable against all costs,
damages and expense to be in incurred by him by rea son of the same; or
(iii) if execution or other process issued on a dec ree or order obtained in any Court in favour of a c reditor against the
company, or any member thereof as such, or any pers on authorized to be used as nominal defendant on behalf of the
company , is returned unsatisfied; or
(IV) if it is otherwise proved to the satisfaction of the Court that the company is unable to pay its debts.
(2) Nothing in this Part shall affect the operation of any enactment which provides for any partnershi p, association or
company being wound up or being wound up as a compa ny or as unregistered company , under any enactment repealed by
this Act, except that reference in any such any ena ctment repealed enactment shall be read as referenc e to the
corresponding provision, if nay, of this Act.
(3) Where a company incorporate outside Bangladesh which has been carrying on business in Bangladesh, it may be wound
up as an unregisor otherwise ceased to exist as a c ompany under or by vulture of the laws of the count ry under which it was
incorporated.
373. Contributors in winding up of unregistered Com panies.–(1) In the event of an unregistered comma being wou nd
up, every person shall be deemed to a contributory who is liable to pay or contribute to the payment of any debt or liability of
the company, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members among
themselves, or to pay or contribute to the payment of the costs and expenses of eyeing up the company, and every
contributory shall be to contribute to the assets o f the company all sums due from him imp respect of any such liability as
aforesaid.
(2) In the event of any contributory dying or being adjudged insolvent contributors.
374. Power to stay or restrain proceedings.– The provisions of this Act with respect to staying and restraining suits and
legal proceedings against a company at any time aft er the presentation of a petition for winding up and before the making of
a winding up order shall, in the case of an unregis tered company, where the application OT stay or res trains is by a creditor,
extend to skittish and legal proceedings against an y contributory of the company.
375. Restrictions on commencing etc. of suit after winding up order.–Where an order has been made for winding up
of a company under this Part, no suit or other lega l proceedings shall bee proceeded with or commenced against except by
leave of the Court , and subject OT such terms as t he Court may impose.
376. Courts directions as to property in certain ca ses.– If an unregistered company has no power to sue and be sued
in a common name, or if for any reason it appears e xpedient the Court may by the winding in order, or by any subsequent
order, direct that all or any part of the property, movable and immovable, and including obligations a nd actionable claims as
may belong to the company or OT trestles on its bef all is to vest in the official liquidator by his official named and thereupon
the property or the part thereof specified in the o rder shall best accordingly, and the official liquidator may, after giving such
indemnity , if any, as the Court may direct, bring or defend in his official name any suit or other legal proceeding relating tot
that property, or necessary to be brought or defend ed for purposes of effectually winding up the compa ny and recovering its
property.
377. Provisions of this part cumulative.– The provisions of this Part with respect to unregi stered companies shall be
addition to, and not in restriction of, any provisi on herein before in this Act contained with respect OT winding upcompnaies
by the Court and the Court official liquidator may exercise any powers or do any act in the case of un registered Combines
which might be exercised or done by t or him in the winding up of Combines formed and registered under this Act; but an
unregistered company shall not except in the event of its being wound up, be deemed OT be a company un der this Act, and
then only to the extent provided by this Part.

PART X
FOREIGN COMBINES’ REGISTRATION, ETC.
378. application of sections 376 to 387 to foreign companies.–Sections 379 to 387 shall apply to all foreign Comb ines,
that is to say, campiness falling under the followi ng two classes, namely:–
(a) Combines incorporated outside Bangladesh which, after commencement of this Act establish a place of business within
Bangladesh; and
(b) combines incorporate outside Bangladesh which h ave before the commencement of this Act, establishe d a place of
business within Bangladesh and continued to have an established place of business with Bangladesh, at the commencement
of this Act.
379. Documents, etc. to be delivered to Registrar b y foreign Combines carrying on business in Banglade sh–(1)
Foreign Combines, which after the commencement of t his Act, establish a place of business with Bangladesh shall, within one
month of the establishment of the place of business ,, deliver to the Registrar for registration–
(a) a certified copy of the charter or statues or m emorandum and articles of the company or other inst rument constitution or
defining the constitution of the company; and if th e instrument is not written in Beguile or English Language, a certified
Penally or English translation thereof;
(b) the full address of the registered or principal office of the company;
(c) a list of the directors and secretary, if any, of the company;
(d) the name and address or the names and addresses of one or more persons resident in Bangladesh, authorized to accept
on behalf of the company service of p[process and a ny notice or other document required to be served o n the company;
(e) the full address of the office of the company i n Ballades which to be deemed its principal place o f business in Bangladesh.
(2) foreign Combines other than those mentioned in sub-section(1), shall if they have not delivered to the Registrar before
the commencement of this Act the Documents and part iculars specified in the sub-section (1) and section continue to be
subject to the obligation to deliver those document s and particulars in accordance with this Act.
(3) If any alteration is made or coccus in–
(a) the charter, studies , or memorandum and articl es of foraging company or other instrument constitu ting or defining the
constitution of a foreign company, or
(b) the registered or principal office of a foreign company or
(d) the names and addresses of the persons authoriz ed to accept service on behalf of a foreign company, or
(e) the principal place of business of a foreign co mpany in Bangladesh, the Company sh , within the pr escribed time, file with
the Registrar a return containing the prescribed pa rticulars of the alteration.
380 Accounts of foreign company.– (1) Every foreign company shall, in every calendar year.–
(a) make out a balance sheet and profit and loss ac count or in the case of a company not trading for profit, and income and
expenditure account it the company is handling comp any, group accounts in such form and consigning such particulars and
including such documents, and under the provision o f this Act it would, if it had been accompany within the meaning of this
Act, have been required to make out and lay before the company in general meeting; and
(d) deliver three copies of those documents to the Registrar:
Provided that the Government may by notification in the official Gazette direct that in the he case of a foraging company or
class of foreign Combines the requirements of claus e (a)) shall not apply, or shall apply subject to such exceptions and
modification as many be specified in the notificati on.
(2) If any such document as is mentioned in sub-sec tion (1) is not written in Penal or English language, there shall be
annexed to it a certified translating thereof.
(a) in veery prospectus inviting subscription in Ba ngladesh for its shares or debentures, state the co untry in which the
company is incinerated;
(b) conspicuously exhibit on the outside of every o ffice or place where it carries on business in Bangladesh, the name of the
company and the country in which it is incinerated, in the letters easily legible in Beguile or English character,
(c) cause the name of the company and of the countr y in which the company is incur outdated, to be stated in legible Penally
or English characters in all bill heads and letter paper, and in all notices and other official public ations of the company; and.
(d) if the liability of the members of the company is limited, cause a notice of that fact–
(i) to be stated in every Suva prospectus as afores aid and in all bill heads, letter paper, notices, advertisements and other
official publications of the company, in legible Pe nholders, in legible Penally or English characters.
382. Service on foreign company.– Any process notice, or other document required OT be served on a foreign company
shall be deemed to be sufficiently served, if addre ssed to any person mentioned in section 37991) (d) and left at, or sent by
post to the address which has ben so delivered unde r that section to the Registration.
Provided that —
(a) where any such company make default in deliveri ng to the Registrar in pursuance of that section the name and address
of a person, or

(b) if at any time all the persons whose names and address have been delivered to the Registrar are de ad, or ceased or have
ceased so to reside at those addresses, or refused to accept on behalf of the company any process, not ice or other
document, or, those cannot be served or sent for an y other reason, such document may be served on the company by
leaving it at, or sending it by post to, any place of business established by the company in Banglades h.
383. Notice of ceasing place of business of a compa ny.– If any foreign company ceases to have a place of b usiness in
Bangladesh, it shall forthwith give notice of the f act to the Registrar, and as from the date on which notice is so given, the
obligation of the company to deliver any document t o the Registrar shall cease, provided it has no other place of business in
Bangladesh.
384. Penalties.– If any foreign company fails to comply with any of the foregoing provisions of this Part, the company shall
be punishable with fine which may extend to one tho usand taka, or, in the case of a continuing offence, with an additional
fine of five hundred taka for every day after the f irst day during which the default continues; and ev ery officer or agent of the
company who is knowingly willfully, makes such defa ult, shall be punishable with the same fine.
385. Company’s failure to comply with this Part not to affect its liability under contracts.– Any failure by a foreign
company to comply with any of the foregoing provisi ons of this Part shall not affect the validity of any contract dealing or
transaction entered into by the company or its liab ility to be sued in respect thereof; but the company shall not be entitled to
bring any suit, claim any set off, make any counter claim or institute any legal proceeding in respect of any such contract,
dealing or transaction until it has complied with t he provisions of this Part.
386. Fees for registration of documents under this Part.– There shall be paid to the Registrar for registeri ng any
document required by the foregoing provisions of th is Part such fees as specified in Schedule II.
387. Interpretation.– For the purposes of the foregoing provisions of th is Part–
(a) the expression “director” includes any person o ccupying the position of director by whatever name called.
(b) the expression “prospectus” has the same meanin g as when used in relation to a company incorporated under this Act;
(c) the expression “place of business” includes a s hare transfer or share registration office;
(d) the expression “secretary” includes any person occupying the position of secretary, by whatever na me called and
(e) the expression “certified” means certified in t he prescribed manner to be a true copy or a correct translation.
388. Restriction on sale and offer for sale of shar es.–(1) It shall not be lawful for any person–
(a) to issue, circulate or distribute in Bangladesh any prospectus offering to the public for subscrip tion to shares in or
debentures of a company incorporated or to be incor porated outside Bangladesh whether the company has or has not
established, or when formed will or will not establ ish, a place of business in Bangladesh, unless–
(i) before the issue, circulation or distribution o f the prospectus in Bangladesh a copy thereof, cert ified by the chairman and
two other directors of the company as having been a pproved by resolution of the managing body, has bee n delivered for
registration to the Registrar;
(ii) the prospectus state on the face of it that th e copy has been so delivered;
(iii) the prospectus is dated; and
(iv) the prospectus other wise complies with this P art; or
(b) to tissue to any person in Bangladesh a form of application for shares in or debentures of such a company of intended
company as aforesaid unless the form is issued with a prospectus which complies the requirements of th is Part :
Provided that this clause shall not apply if it is shown that the form of application was issued in co nnection with a bonafide
invitation to a person to enter into an underwritin g agreement with respect to the shares of debenture s.
(2) This section shall not apply to the issue to ex isting members or debentures holders of a company o f a prospectus or form
of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will not have
the right to renounce in favour of other persons, b ut, subject as aforesaid, this section shall apply to a prospectus or form of
application whether issued or with reference to the formation of a company or subsequently.
(3) Where any document by which any shares in or de bentures of a company incorporated outside Bangladesh are offered for
sale to the public would, if the company concerned had been a company within the meaning of this Act, have been deemed
by virtue of section 142 to be a prospectus issued by the company, that document shall be deemed to be , for the purposes of
this section, a prospectus issued by the company.
(4) An offer of share or debentures for subscriptio n or sale to any person whose ordinary business or part of whose ordinary
business is to by or sell shares or debentures, whe ther as principal or agent, shall not be deemed an offer to the public for
the purposes of this section.
(5) A person who is knowingly responsible for the i ssue, circulation or distribution of any prospectus, or for the issue of a
form of application for shares or debentures, in co ntravention of the provisions of this section shall be liable to a fine not
exceeding ten thousand taka.
(6) In this section and in section 389, the express ion “prospectus” “shares” and “debentures” have the same meaning as and
when used in relation to a company incorporated und er this Act.
389. Requirements as to prospectus.– In order to comply with this Part a prospectus, in addition to complying with the
provisions of sub-clauses (ii) and (iii) of clause( a) of sub-section (1) of section 388, must–
(a) Contain particulars with respect to the followi ng matters, namely–
(i) the objects of the company;

(ii) the instrument constituting or defining the constitution of the company;
(iii) the enactments, or provisions having the forc e of an enactment, by or under which the incorporat ion of the company was
effected;
(iv) an address in Bangladesh where the said instru ment, enactments or provisions, or copies thereof, and if the same are in
a foreign language other than English a translation thereof in the Bengali or English certified in the prescribe manner can be
inspected;
(v) the date on which and the country in which the company was incorporated.
(vi) whether the company has established a place of business in Bangladesh:
Provided that the provisions of sub-clause (i), (ii ), and (iii) of this clause shall not apply in the case of a prospectus issued
more than two years after the date at which the com pany is entitled to commence business;
(b) subject to the provisions of this section, stat e the matters specified in sub-section (1) of secti on 135 and set out the
reports specified in that section :
Provided that–
(i) where any prospectus is published as a newspape r advertisement, it shall be a sufficient compliance with the requirements
that the prospectus must specify the objects of the company if the advertisement specified the primary objects with which
the company was formed; and
(ii) in section 135 of this Act, a reference to the article of the company shall be deemed, to be a re ference to the constitution
of the company.
(2) Any condition requiring or binding any applican t for shares or debenture shall be void, if the acceptance thereof has the
effect of–
(a) waiving compliance with any requirements of thi s section; or
(b) serving him with notice of any contract, docume nt or matter not specifically referred to in the prospectus.
(3) In the event of non-compliance with or contrave ntion of any of the requirements, of this section, a director or other
person responsible for the prospectus shall not inc ur any liability by reason of the non-compliance or contravention, if–
(a) as regards any matter not disclosed, he proves that he was not cognizant thereof; or
(b) he proves that the non-compliance or contravent ion arose from an honest mistake of fact on his part; or
(c) the non-compliance or contravention was in resp ect of matter which, in the option of the court dealing with the case,
were immaterial or were otherwise such as ought, in the option of that Court, having regard to all the circumstances of the
case, reasonably to be excused.
Provided that in the event of failure to include in a prospectus a statement with respect to the matte rs specified in clause 18
of the Part-I of Schedule-III or in pursuance of su b-section (1) of section 135, no director or other person shall insure any
liability in respect of the failure unless it be pr oved that he had knowledge of the matters not discl osed.
(4) Nothing in this section limit or diminish any l iability which any person may incur under the gener al law or this Act, apart
from this section.
390. Restriction on canvassing for sale of shares.- -(1) It shall be an oftence of any person goes from house to house of
the public or any member of public offering shares of a company incorporated outside Bangladesh for su bscription to or sale
of such shares.
(2) In this sub-section the expression `house” shal l not include an office used for business purposes.
(3) Any person acting in contraventions of this sec tion shall be liable to a fine not exceeding five hundred taka.
391. Provisions regarding charges.– The provisions of section 159 to 168- both inclusi ve, and 171 to 176, both inclusive,
shall extend to charge on properties in Bangladesh which are created and to charges on property in Ban gladesh which us
acquired, by a company incorporated outside Banglad esh which has an established place of business in Bangladesh :
Provided that, were a charge is created outside Ban gladesh or the completion of the equisition of property takes place outside
Bangladesh, sub-clause (i) of the proviso to sub-se ction (1) of section 159 and the proviso to sub-section (1) of section 160
shall apply as if the property wherever situated we re situated tside Bangladesh.
392. Notice of appointment of receiver etc.– (1) The provisions of section 169 and 170 share app ly to the case of all
companies incorporated outside Bangladesh but havin g an established place of business in Bangladesh.
(2) The provisions of section 181 shall apply to su ch companies to the extent of requiring them to kee p at their principal
place of business in Bangladesh the books of accoun t required by that section with respect to money received and expended,
sales and purchases made, and assets and liabilitie s in relation to its business in Bangladesh.

PART XI
SUPPLEMENTAL
Legal proceedings, offence, etc.
393. Cognizance of offence.– (1) No Court inferior to that of a Magistrate of th e first class shall try any offence under this
Act.
(2) Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (V of 1898),–
(a) every offence under this Act shall, for the pur pose of the said Code, be deemed to be non-cognizab le.
(b) where the complainant is the Registrar, the per sonal attendance of the complainant before the Cour t trying the offence
shall not be necessary unless the Court, for reason s to be recorded in writing, requires his personal attendance for the
purpose of taking cognizance or holding trial.
394. Application of fines.– The court imposing any fine under this Act may dire ct that the whole or any part thereof be
applied in or towards payment of the cost of the pr oceedings, or in or towards the rewarding of the person on whose
information the fine is recovered.
395. Power to require limited company to give secur ity for costs.– Where a limited company is plaintiff or petitioner
in any suit or other legal proceeding, any Court ha ving jurisdiction in the matter may, if it appears that there is reason to
believe that the company will be unable to pay the cost of the defendant if successful in his defense, require sufficient
security to be given for those costs, and may stay all proceedings until the security is given.
396. Power of Court to grant relief in certain case s.–(1) If in any proceeding for negligence, default, b reach of duty or
breach of trust against a person specified in sub-s ection (3, it appears to the Court hearing the case that persons is or may
be liable in respect of the negligence, default, br each of duty or breach of trust, but that he has ac ted honestly and
reasonably, and that having regard to all the circu mstances of the case, including those connected wit h his appointment, he
ought fairly to be excused for the negligence, defa ult, breach of duty or breach of trust, that Court may relieve him, either
wholly or partly, from his lability on such terms a s the Court may think fit.
(2) Where any person specified in sub-section (3) h as reason to apprehend that any claim will o might be made against him
in respect of any negligence, default, breach of du ty or breach of trust, he may apply to the Court fo r relief, and the Court on
any such application shall have the same power to r elieve him under this sub-section of it would have under sub-section (1).
(3) The persons to whom this section applies are th e following:-
(a) directors of a company;
(b) managers and managing agents of a company;
(c) officers of a company;
(d) persons employed by a company as auditors, whet her they are or are not officers of the company.
397. Penalty for false statement.– Whoever in any return, report, certificate balance -sheet or other documents, required
by or for the purposes of any of the provisions of this Act, willfully makes a statement false in any material particular,
knowing it to be false, shall be punishable with im prisonment of either description for a term which m ay extend to five years,
and shall also be liable tofine.
398. Penalty for wrongful with holding of property. — Any director, managing agenst, manager or other of ficer or
employee of a company who wrongfully obtains posses sion of any property of a company, or having any such property in his
possession wrongfully withholds it or wilfully appl ies it to purposes other than those expressed or di rected in the articles and
authorised by this Act, shall on the complaint of t he company or a creditor or contributory there-of, be punishable with fine
not exceeding five thousand taka, and may be orderd by the Court trying the offence to deliver of or refund within a time to
be fixed by the Court any such property improperly obtained or wrongfully with- held or wilf lly misapplied, or in default to
suffer imprisonment for a period not exceeding two years.
399. Penalty for misapplication of securities by em ployers.–(1) All moneys of securities deposited with a compa ny by
its employees in pursuance of their contracts of se rvice, with the company shall be kept or deposited by the company in a
special account to be opened by the company for thi s purpose in a scheduled bank as defined in the Bangladesh Bank Order,
1972 (P.O.No. 127 of 1972) and no portion thereof s hall be utilised by the company except for the purposes agreed to in the
contract of service.
(2) Where a provident fund has been constituted by a company for its employees or any class of its employees, all moneys
contributed to such fund whether by the company or, by the employees or acruing by way interest or otherwise to such fund
shall be either deposited n a Post Office Saving Ba nk account or invested in securities mentioned or r eferred to in clauses (a)
to (e) of section 20 of the Trusts Act, 1882 (II of 1882) : and all moneys belonging to such fund whic h are so deposited or
invested shall be so deposited or invested in such securities by annual instalments not exceeding ten in number and not less
in amount in any year than one tenth of the whole a mount of such moneys.
Provided that where the said one-tenth part of the whole amount of the moneys belonging to such fund e xceeds the
maximum amount which may be deposited in a Post Off ice Savings Bank account under the rules regulating such deposits for
the time being in force, the excess amount may be k ept or deposited in a special account to be opened for the purpose in
such scheduled bank.
(3) Notwithstanding anything to the contrary in the rules of any fund to which sub-section (2) applies or in any contract
between a company and its employees, no employee sh all be entitled to receive in respect of such portion of the amount to
his credit in such fund as is invested in accordanc e with the provisions of sub-section (2) interest at a rate exceeding the rate
of interest yielded by such investment.

(4) An employee shall be entitled on request made in this behalf to the company to see the bank receipt for any money on
security such as is referred to in sub-sections (1) and (2).
(5) Any director, managing agent, managing or other officer of the company who knowingly contravention or permits or
authorises the contravention of the provisions of t his section shall be liable on conviction to a fine not exceeding five hundred
taka.
(6) Nothing in sub-section (2) shall affect any rig ht of any employee under the rules of a provident f und to obtain advance
from or to withdraw money standing to his credit in the fund where the fund is a recognised provident fund within the
meaning of clause (52) of section 2 of the Income T ax Ordinance, 1984 (XXXVI of 1984), or the rules of the fund containing
provisions corresponding to rules 4,5,6,7,8 and 9 a nd 9 of the Income Tax (Provident fund Rule, 1984) or similar provisions
of a similar Rules.
400. Penalty for improper use of the word “Limited” If any person of persons trade or carry on business under any
name of title of which “Limited” is the last word, that person or those persons shall be liable to a f ine not exceeding five
hundred taka everyday upon which that name or title has been used.
401. Construction of “Registrar of Joint Stock Comp anies” in Act XXI of 1860.– In sections I and 18 of the Societies
Registration Act, 1860 (XXI of 1860), for the regis tration of Literacy, Scientific and Charitable Societies, the words “Registrar
of Joint Stock Companies” shall be construed to mea n the Registrar under this Act.
402. Repeal and savings.– (1) The Companies Act 1913 (VII of 1913,) hereinaf ter referred to as the said Act, is hereby
repealed.
(2) Notwithstanding the repeal of the said Act–
(a) any order, rule, regulation, appointment, mortg age on other transfer deed, document or agreement m ade, fee directed,
resolution passed, direction given, proceeding take n, instrument executed or issued, or thing done und er or in pursuance of
the said Act shall, if in force at the commencement of this Act, comtinue to be in force and shall have effect as if made,
directed, passed, given, taken, exceuted, issued or done under or in pursuance of this Act;
(b) any person appointed to any office under or by virtue of the said Act shall be deemed to have been appointed to that
office under or by virtue of this Act;
(c) the offices existing at the commencement of thi s Act for the registration of companies shall be continued as if they had
been established under this Act;
(d) any register or other kept or made under the pr ovisions of the said Act shall be deemed to be part of the register of other
document to be kept or made under the corresponding provisions of this Act;
(e) all funds constituted and accounts kept under t his said Act shall be deemed to be in continuation of the funds constituted
and accounts kept under the corresponding provision s of this Act.
(3) Nothing in this Act shall affect the incorporat ion of any company registered under the said Act or the operation of the
provisions of the Insurance Act 1938 (IV of 1938).
403. Section 6 of the General Clauses Act, 1897 to apply.– The mention of particular matters in section 402 o r in any
other provision of this Act shall not prejudice the general application of section 6 of the General Cl auses Act, 1897 (X of
1897).
404. Publication of Authentic English Text.– After the commencement of this Act, the Government shall, by notification
in the official gazette publish a Text of this Act translated in English, and this Text shall be calle d the Authentic English Text
of the Act :
Provided that in the event of conflict between the Act (Bangali Text) and he said English Text. the Ac t shall prevail.