Secretarial Compliances for Private Limited Companies in Bangladesh
Section 34: Register of member
(1) Every company shall keep in one on or more books of register its members containing- name, address, and occupation (if there is any); if the Company has a share capital, a statement of the shares held by each member, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each member; date of registration as a member; and date of cancellation of membership.
(2) If any company fails to comply with the aforesaid sub-section, it shall be liable to pay a fine not exceeding 100 taka for every day during which the default continues and every officer of the Company shall be liable for the same penalty, who knowingly or willfully gave authorization to the default.
Section 36: Annual list of members and summary
(1) Every company having a share capital shall within eighteen months from its incorporation and thereafter once at least in every year make a list of all persons who on the days 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 namely-
(a) the names, addresses, nationality, and occupation of all past and present members;
(b) the number of shares held by each of the existing members at the date of return specifying the shares transferred since the date of last return or, in the case of a first return, since the date of incorporation, by persons who 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 of 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 commencement 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 way of commission in respect of any share or debentures, or allowed by way of discount, in respect of any shares or debentures, since the date of the last return or so much thereof as has not been written of at the date of the return.
(7) the total number of shares forfeited;
(8) the total amount of shares or stock for which share warrants are outstanding at the date of the last return;
(9) the total amount of share-warrants issued and surrendered respectively since the date of the last return;
(10) the latest date on which the general meeting should have been held and whether it was actually so held;
(11) the number of shares or amount of stock comprised in each share warrant;
(12) the names and addresses of the persons who at the date of return are the directors of the company and of the persons, if any, who at the said date are the managers, 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 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 in a separate part of the register of members, and shall be completed within twenty-one days after the day of the first or only ordinary meeting in the year; and the company shall, within that period file with the Registrar a copy signed by two directors, including the managing director, or where there is no managing director, by a director and managing agent or manager or secretary of the company together with a certificate from such persons that the list and summary state the facts as they stood on the day aforesaid.
(4) A private company shall send with the annual return required by subsection (1) a certificate signed by a director or other officer of the company that the company has not, since 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 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 exceeds fifty, also a certified so signed that the excess consists wholly of persons who under sub-clause (ii) of clause (g) of sub-section (1) of section 2 are not be included in reckoning the number of fifty.
(5) If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding two hundred takas for every day during which the default continues, and every officer of the company who knowingly and willfully authorizes or permits the default shall be liable to the like penalty.
Section 85: Annual general meeting
(1) Every company shall arrange a general meeting in each Gregorian calendar year and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next:
Provided that a company may hold its first annual general 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 in the year of its incorporation or in the following year;
Provided further that the Registrar may, on an application made by a company within thirty days from the 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 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 which the annual general meeting is required to be held, whichever is earlier.
(2) If a company fails to comply with the aforesaid sub-section, the Court may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such incidental and consequential direction as the Court thinks expedient in relation to the calling and conducting of the meeting.
Section 83: Statutory meeting and statutory report of the company
(1) A private limited company will hold a general meeting of the company called “the statutory meeting”.
(2) The Board of Directors shall forward the “statutory report” to every member of the company, at least 21 days before the meeting, provided that if the report is forwarded later than the time as it is mentioned, it shall be deemed to have been duly forwarded if any member entitled to attend and vote at the meeting does not object to such forwarding.
(3) The statutory report shall set out the following namely-
(a) the total number of shares allotted (after distinguishing);
(b) the total amount of cash received by the company in respect of all the shares allotted (distinguished) ;
(c) showing under separate proper headings-
(i) an abstract of receipts of the company and of the payments made there out up to date within seven days prior to the date of the report;
(ii) the receipts of the company from the shares and debentures and other sources, the payments made there out, 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 expenses of the company;
(d) the names, addresses and occupations of the directors of the company and its auditors; and also, if there be any, of its managing agent, manager and secretary and the change, 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 modification or the proposed modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification of such contract;
(f) the extent, if any, due on calls from every director, from a managing agent, every partner of the managing agent, every firm in which the managing agent is a partner, and where the managing agent is a private company, every director thereof;
(h) the particular of any commission or brokerage paid or to be paid in connection with the issue or sale of shares or debentures to any director, or to the managing agent, any partner of the managing agent, any firm in a 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 correct 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 as required by sub-section (4), the Board of Directors of the company shall, in so far as the report relates to the shares allotted by the company, the cash received in respect of such shares and the receipts and payments of the company, get it certified as correct by the auditors of the company.
(6) The Board of Directors 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 copies thereof have been sent to the members of the company.
(7) The Board of Directors shall prepare a list showing the names, addresses, and occupations of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the statutory meeting and to remain open and accessible to any member of the company during the continuance of the meeting.
(8) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company or arising out 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 accordance with the provisions of this Act.
(9) The meeting may adjourn from the time to time and at any adjourned meeting, any resolution of which notice has been given in accordance with the provision of this Act, whether before or after the former meeting, may be passed; and the adjourned meeting shall have the same powers as an original meeting.
(10) If a petition is presented to the Court in the manner provided by Part V for winding up of the company on the ground of default in filing the statutory report or in holding the statutory meeting the court may, instead of directing that the company be wound up, give directions for the presentation of the report or for holding the meeting or make such other order as may be just.
(11) If default is made in complying with the provisions 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 private company.
Section 90: Directors obligatory
(1) Every public company and a private company which is a subsidiary of a public company shall have at least three directors; (2) every private company and other than a private company mentioned in sub-section (1) shall have at least two directors; and (3) only a natural person may be appointed as a director.
Section 95: Notice of meeting
Notice of every meeting of the Board of Directors of a company shall be given in writing to every director for the time being in Bangladesh and at his/her Bangladeshi resident address.
Section 110: Managing Director not to be for more than five years at a time
(1) No company shall, after the commencement of this Act, appoint or employ any individual as its managing director for a term exceeding five years at a time.
(2) If at the commencement of this Act, any individual holding the position of managing director of a company shall, unless his term expires earlier, be deemed to have vacated his position immediately on the expiry of five years from the commencement of this Act.
(3) Nothing contained in sub-section (1) shall be deemed to prohibit the re-employment or the extension of the term of office of any person as managing director for a further period not exceeding five years on each occasion.
Provide that no such re-appointment, re-employment, or extension of terms of office shall be made without the consent of the company in general meeting.
Section 163: Registers of mortgages and charges
(1) All mortgages and charges of every company must be registered as per section 159; (2) after making the required entry according to sub-section (1), the Registrar shall return the instrument, if any, or the verified copy thereof, as the case may be, filed in accordance with the provisions of section 159 or 161 to the person filing the same; (3) the register kept in pursuance of this section shall be open to inspection by any person on payment of the fee, as specified in Schedule II.
Section 181: Books to be kept by company and penalty for not keeping them.
(1) Every company shall keep proper books of account 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 utilization of material, labor and other items of overhead cost.
(2) For the purpose of sub-section (1), proper books of account shall not be deemed to be kept with respect to the matters specified therein if there are not kept such books as are necessary to give a true and fair view of the state of the affairs of the company and to explain its transactions.
(3) The Books of account shall be kept at the registered 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 may, 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 notice 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 subsection (1), if proper books of account relating to the transactions effected at the branch office are kept at that office proper summarized returns, made up to 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 subsection (3).
(5) The books of account of every company relating to a period of not less than twelve years immediately preceding 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 proceeding the current year together 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 subsection (6) are the following, namely- (a) where the company has a managing agent, managing director executive director, general manager or manager, such managing agent, managing director, executive director, 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.
Section 183: Annual balance sheet
(1) The Board of Directors of every company shall, at every annual general meeting held in pursuance’s 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 expenditure account for the period specified in subsection (2)of this section.
(2) The said profit and loss account or the income and expenditure account shall be prepared for the following period, namely-
(a) in the case of the first annual general meeting for the period beginning with the date of incorporation of the company and ending on a date which is within nine months preceding the date of the meeting; and
(b)in the case of any subsequent annual general meeting for the period beginning with the date immediately after the last account and ending on a date which is- (i) a date within nine months preceding such meeting; 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 an extension of time has been 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 the date of the Registrar may, on an application 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 account or income and account shall be caused to be audited by the auditors of the company as in this Act provided and the auditor’s report shall be read before the company in general meeting and shall be the person to inspection by any member of the company.
(4) The period to which the account aforesaid relates 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 where special permission had been granted in that behalf by the Registrar.
(5) If any person, being a director of a company, defaults in taking all reasonable to comply with the provision of this section, then he shall, in respect of each such offense, be punishable with fine with may extend to five thousand 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 of the company.
Section 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 reserve in such balance sheet; (c) the amount, if any, which the Board of recommends should be paid by way of dividend; (d) material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company 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 affairs by its members, deal with any changes which have occurred during the financial 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 the company has an interest.
(3) The Board shall also be bound to give the fullest information and explanations in its report aforesaid on every reservation, qualification, or adverse remark contained in the auditor’s report.
(4) The Board report and any addendum thereto shall be signed by its Chairman if he is authorized in that behalf by the Board, and where he is not so authorized and shall be signed by such number of directors 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 subsection (1) and (2) of section 189.
(5) If any person, being a director of a company, fails to take all reasonable steps to comply with the provision of subsection (1) to (3) or being the chairman, signs the Board reports otherwise than in conformity with the provisions of subsection (4), he shall, in respect of each offense, be liable to fine which may extend to five thousand takas.
Section 190: Copy of balance-sheet etc. to be filed with Registrar
(1) After the balance sheet and profit and loss account 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 balance 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 days from the last day on which that meeting should have been held in accordance with the provisions of this Act there copies of the balance sheet, and of the profit and loss account or the income an expenditure account, as the case may be signed by the managing director, managing agent, a manager or secretary of the company or if there be none of these, by a director 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, which is not a 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 before which a balance sheet is laid as aforesaid does not adopt the balance sheet or, if the annual general meeting of a company for any year has not been half, a statement of that fact and of the reasons, therefore, shall be annexed to the balance sheet and to the copies thereof required to be filed with the Registrar.
(3) If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding one hundred taka for every day during which the default continues, and every office of the company who knowingly and willfully authorized or permits the default shall be liable to the like penalty.