Trade Union PPT Slide

PART 04
MANAGEMENT AND ADMINISTRATION
Section 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 with Registrar the following documents, namely
(a) A return of the allotments, the name address nationality and other descriptions of the allotters,
and the amount,
(b) The number and nominal value of the allotted shares,
(c) The deed of sale of any immovable property.
2. if a contract mentioned in subsection (1) is not put into writing, the company must file specified
details of the contract with the Registrar within one month of allotment. These details must be
stamped as if the contract were written, and the Registrar can request adjudication of the stamp
duty.
3.The Registrar can extend the 60-day compliance period specified in subsections (1) and (2) upon
application by the company before the expiry of that period.

4. If a company fails to comply with the requirements of this section, any officer of the company
knowingly involved in the default can be fined up to one thousand taka for each day of the default.
Section 152 Restrictions on payment of commissions, discounts, etc.

1. Allows a company to pay a commission to a person who subscribes for shares or agrees to do so,
under certain conditions: (a) the payment must be authorized by the company's articles, not exceeding
the authorized amount or rate; (b) the amount or rate of commission must be disclosed in the
prospectus for public shares or in a prescribed statement for non-public shares, filed with the
Registrar.
2. Except as provided in subsection (1) and section 153, companies are prohibited from allotting shares
or using their funds to pay commissions, discounts, or allowances to induce subscription for shares.
3.This section preserves the company's ability to pay brokerage as previously allowed. It also confirms
that vendors, promoters, or recipients of payment from the company can use received funds or shares
to pay commissions, which would have been legal if paid directly by the company under this section.
Section 153 Power to issues share at a discount.
This section permits a company to issue shares at a discount, provided certain conditions are met:
(a) The issue must be authorized by a resolution passed in a general meeting of the company and sanctioned by the
Court.
(b) The resolution must specify the maximum discount rate, not exceeding ten percent.
(c) At least one year must have elapsed since the company became entitled to commence business.
The shares must be issued within six months after Court sanction, or within any extended time allowed by the
Court.
2. Prospectuses and subsequent balance sheets must disclose any share issuance discount or remaining unamortized
discount.
3. Failure to comply with subsection (2) incurs a fine not exceeding five hundred taka for the company and every
defaulting officer of the company.
Section 154 Issue of redeemable preference shares.
1.A company, if authorized by its articles, can issue preference shares that are redeemable.
Conditions include redemption out of profits or proceeds from a fresh share issue, full payment, and
the creation of a capital redemption reserve fund if redeemed from profits. 2.Balance sheets must
include details of redeemable preference shares and their redemption dates.
3. Redemption terms are determined by the company's articles.
4. Upon redemption, the company can issue new shares up to the nominal value of those redeemed
without increasing share capital for fee calculation purposes.
5. Redemption reserve funds can be used to redeem preference shares for issuing fully paid bonus
shares to members.
Section 155 Further issue of capital.
1. Directors can increase the company's subscribed capital by issuing further shares within
the authorized limit. These shares must be offered to existing members proportionally to
their current shareholdings, with a specified time limit for acceptance. If not accepted
within this period, the directors can dispose of them as they see fit.
2. Despite the above provision, these further shares can also be offered to any person,
regardless of whether they are existing members or not.

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PART 04

MANAGEMENT AND ADMINISTRATION

Section 151 Return as to allotment :

application by the company before the expiry of that period.

Section 152 Restrictions on payment of commissions, discounts, etc.

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