Independent University, Bangladesh

Forming a Company

Submitted To:
Iftekhar Mahfuz
Lecturer, School of Business
Independent University Bangladesh

Submitted By:
Name ID
Shoumik Sadman 1220326
Starting a company registration in Bangladesh

At first needed to company registration at RJSC (The Register of Joint Stock Companies and
Firms) of the country. Entrepreneur’s first step to select a suitable name for the company to
collect Company’s name clearance certificate from RJSC for company registration.

RJSC is the only authority to approve registration certificate or incorporation certificate of a

company in the country. At present Bangladesh is the most suitable place for opening a new
business and reach profitable passion easily.

After collecting name clearance certificate to prepare Company’s Memorandum of Association

and Articles of Association by following Company Act 1994. Memorandum of Association
describes all kind of business activities and services where company can perform and mentioning
number of shares of every Director, Chairmen, Managing Director and Share holders. Articles of
Association expresses all kinks of internal activity as like material work, office stuff’s duty,
official manner and so on. Also mentioning here number of occupying share of each Director,
Chairman, Managing Director & Share holder’s and qualifying share of Directorship written
down authorized capital and paid up capital of the Company.

After preparing Memorandum of Association and Articles of Association all Shareholder &
Director signing of particular page. we submit at RJSC to pay Govt. fees by selected bank for
company registration .Company’s trade license Govt. fees depend on paid up capital of the
company in Bangladesh.

Here waiting huge opportunities for to invest capital in Bangladesh, such as Travel & tourism
industries, Pharmaceuticals, IT and software, readymade garments, garments accessories
industries, Sea & frozen food as like shrimp, lobster, eel fish, crab & inland water fish, leather
and leather goods, jute and jute products are the most lucrative sector into Bangladesh for
enthusiastic entrepreneurs all the way by company registration at RJSC.

Completing company registration in Bangladesh, we got Incorporation certificate and certified

copy of Memorandum of Association & Articles of Association of the company. Then we take
trade license to start general business, collect export registration certificate and import
registration certificate and VAT registration certificate and import & export business in local and
foreign country.

Limited company have two kinds one is privet limited company and another is public limited
company; privet limited company have at least 2(Two) members and highest 50 (Fifty), public
limited at least 7 (Seven) person and highest unlimited members by limited with Share.
Bangladesh Govt. cordially inviting foreign entrepreneurs to invest capital of many lucrative
business sector into the country. Foreign entrepreneur can easily open a company business by
starting company registration at RJSC in Bangladesh, it may 100% foreign citizen own company
or joint venture company where local citizen and foreign citizen jointly invest their capital in
Bangladesh. Also 100% foreign own company can start business into Bangladesh by taking
permission from Company Registration from RJSC.

Foreign and local entrepreneurs can firstly decide to open a company business then select a
unique for their company to take company’s name clearance certificate for company registration
at RJSC in Bangladesh. Huge opportunities beckoning / offering you to invest capital for quickly
return valuable investment from your commercial activities into Bangladesh all the way.

To register a company ones have to follow some steps .those steps are:

 Company Registration – Private or Public limited

 Name clearance Certificate
 Memorandum of Association
 Articles of Association
 Trade License
 Export registration Certificate
 Registration certificate
 Vat registration Certificate
 Step by Step Registration Process
Website:www.rjsc.gov.bd

First Step

There are many types of business entities. So, before you start the process of registering your
firm, you need to make sure what kind of a company you are going to open. RJSC deals with the
following types of entities:

Private companies

Public companies

Foreign companies

Trade organizations

Societies, and

Partnership firms

The laws involved

RJSC accords registration and ensures lawful administration of the entities under the provisions
of applicable act as under:
l Companies and trade organizations: Companies Act, 1994 (Amendment of Companies Act,
1913)

l Societies: Societies Registration Act, 1860

l Partnership Firms: Partnership Act, 1932

According to our business we r going to start a private limited company named “ELEMENT6
LTD”.so here we are going to show you How to register a private limited company in BD.

At first we have to our government site www.roc.gov.bd to register a company. There first step is
Name clearance .for name clearance we have to follow some steps.

NAME CLEARENCE

Name Clearance Application

To apply online we have to sign in first. To sign in

Click Apply for Name Clearance link at the bottom of the Search Entity Name
Page

Then you will see the login page

User Sign In

ii. Log In
Provide User Name & Password and click the login button.

You will see the Name clearance Page.

:

Select the applicable RJSC Office by clicking the appropriate one from the drop-down list at the
right of RJSC Office option. Sleet Dhaka

ii. Similarly select your entity type by clicking the drop-down box at the right of Sub: label.
Select company

Enter the proposed name of your company.

Enter at the bottom of the application, your (applicant’s) full name in the Name text box,

Your position in your company

Then click next button. Then you see the Submission Details page

Click the print icon(s) under the Print Preview to preview and print the documents submitted
online and make sure pay the application fee within 72 hours of submission.

Click the continue button and you will see the Acknowledgement page with bank slip print the
acknowledgement and pay the application fee at any bank using bank slip.

Submission and Payment Reference

Then successfully completed the online submission of name clearance Application.

Memorandum of Association and Articles of Association

 THE COMPANIES ORDINANCE (CHAPTER 32)

Private Company Limited by Shares

MEMORANDUM OF ASSOCIATION

OF

AEON: A Perfect Place for Professional Visual

Company Logo
First: The name of the company is

AEON

Second: The registered office of the company will be situated in Dhaka.

Third: The liability of the members is limited.

Fourth: The share capital of the company is [TK 10,00,000 Ten lak Taka] divided into
[2,00,000 taka] for each member .

WE, the undersigned whose names, addresses and description are given below, wish to form a
company, in pursuance of this memorandum of association, and we respectively agree to take the
number of shares in the capital of the company set opposite our respective names

SL# Name, Occupation,Designation Amount

1 Aban Bin Monsoor Rahman 2,00,000 taka
Student
Managing Director
2 Shoumik Sadman
Student 2,00,000 taka
Chairman

3 Md. Ratul Uddin 2,00,000 taka

Student
Director
4 Soumy Kabir
Student 2,00,000 taka
Director
5 Md. Ariful Arifen 2,00,000 taka
Student
General Manager

Liabilities: Limited
 Private Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
AEON LIMITED COMPANY

The company is a private company and accordingly-

the right to transfer shares is restricted in manner hereinafter prescribed;

the number of members of the company (exclusive of persons who are in the employment of
the company and of persons who having been formerly in the employment of the company
were while in such employment and have continued after the determination of such
employment to be members of the company) is limited to 50. Provided that where 2 or more
persons hold one or more shares in the company jointly they shall for the purpose of this
regulation be treated as a single member;

any invitation to the public to subscribe for any shares or debentures of the company is
prohibited;

the company shall not have power to issue share warrants to bearer.
 (ACT. XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
Articles of Association
of
AEONLTD.

PRELIMINARY

The Regulations contained in the schedule-1 of the companies Act, 1994 shall apply to this
company with respect to such provisions as are applicable to a Private Limited Company, so
far only as they are not negative or modified by or are not contained in the following articles
or any other articles that may from time to time be framed by the company.

In construing of these Articles unless there shall be something repugnant in the subject or
context inconsistent there with :-

"Act “means the Companies Act, XVIII of 1994.

"Company" means theElement6. LTD.

"Office" means the Registered Office of the Company for the time being.

"Year" means the English Calendar year as followed by the Company.

"Month" means the calendar month according to the English Calendar year.

"Directors" means the Board of Directors of the Company for the time being.

"Board" or "Board of Directors" means the Board of Directors of the Company for the
time being.

"In Writing" means written or printed, partly written and partly printed and includes
lithography, type printed and other means representing word in a visible form.

Word imparting the singular number only includes the plural number and vice versa.

"Member" means the legal owner the share name where of being appeared in the Members
register.
PRIVATE COMPANY

The Company is a Private Limited Company within the meaning of section 2(1) under clause
(Q) of the companies Act,1994 and accordingly the following shall apply:-

No invitation shall be issued to the public to subscribe for any share, debenture of the
company;

The number of members of the Company (exclusive of the persons in the employment of the
company) shall be limited to fifty; and

The right to transfer shares of the company is restricted in the manner and to the extent
hereinafter provided.

SHARE CAPITAL

The Authorized Share Capital of the Company is Tk. 10,00,000/- (Ten Corer) divided into 2,
00,000 (Ten Lac) Ordinary Shares of Tk.100/- each with power to increase or reduce the
same value of its shares.

Subject to the provisions of the Articles, the share shall be under the control of the directors
who may allot or otherwise dispose of the same.

COMMENCEMENT OF BUSINESS

The business of the Company shall be commenced from the date of incorporation of the
company.

SHARE CERTIFICATE

The certificate of title to share and duplicate thereof whenever necessary shall be issued to
the members under the common seal of the company and shall be signed by the Chairman
and Managing Director of the company.

If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such
evidence being produced and such indemnity (if any) being given as the Directors require and
(in case of defacement or wearing out) on delivering of the old certificate and on payment of
such sum not exceeding Tk.5.00 as the Directors may from time to time require.
LIEN

The company shall have a paramount lien on every share (not being a fully paid share) for all
moneys called or payable at a fixed time in respect of that share, the company lien, if any, on
a share shall extend to all dividends payable thereof.

TRANSFER AND TRANSMISSION OF SHARES

No transfer of any share shall be made or registered without the approval of the Board of
Directors who may without assigning any reason decline to give any such approval and shall
decline any transfer involving contravention of clause 3(b) of these articles. No share shall be
transferred to any outsiders as long as any existing member is willing to purchase the same at
a fair value to be determined by the Directors in a Board Meeting.

The certificate of shares shall accompany the Instrument of Transfer of shares for transfer of
shares previously approved by the Board of Directors.

In the case of death of a member, the survivor where the deceased was a joint holder, and the
legal personal representative of the deceased where he was a sole holder, shall be the only
persons recognized by the company as having any title to his interest in the shares, but this
Articles does not release the estate of a deceased sole/joint holder from any liability in respect
of the said share.

BORROWING POWER

The Managing Director may from time to time with the approval of the Board of Directors
may borrow from any source either from any commercial or schedule banks, or financing
institutions or firms any sum of money required for the purpose of the company and secure
the payment or repayment of such money so borrowed in such manner and upon such terms
and conditions in all respects duly approved by the Board of Directors deemed fit in
particular by hypothecation or charge on all or any part of the property of the company (both
present and future) including its uncalled capital for the time being.

GENERAL MEETING

The general meeting of the company shall be held within eighteen months from the date of
incorporation of the company and thereafter once in every calendar year (not being more than
fifteen months after holding of the last preceding general meeting) at such time and place as
may be decided by the Directors of the company. The above mentioned general meeting shall
be called "ORDINARY GENERAL MEETING" and all other general meeting of the
company shall be called "EXTRA-ORDINARY GENERAL MEETING".
The Directors may at any time call an extra-ordinary general meeting and an extra-ordinary
general meeting may also be called on requisition made by the shareholders in accordance
with the provisions of section 84 of the companies Act 1994.

APPOINTMENT AND REMOVAL OF A DIRECTOR

The company may appoint or remove a Director from the company in its Annual General
Meeting.

PROCEEDING OF GENERAL MEETING

Subject to the provision of section 87(2) of the Companies Act, relating to special resolutions
at least fourteen days notice specifying the place, the day and the hour of the general meeting
and in case of special business, the general nature of such business, shall be given to the
members in such manner as may be prescribed by the company in a general meeting, but
accidental omission to give such notice, to or non-receipt of such notice by any member shall
not invalidate the proceedings of the general meeting. A general meeting may, with the
consent in writing of the entire member be convened by a shorter notice and in any manner
they think suitable.

No business shall be transacted at any general meeting unless the quorum of members is
present at the time when the meeting proceeds to transact business. TWO members
personally present shall form the quorum of any general meeting.

VOTE OF MEMBERS

No member shall be entitled to vote unless all installments or calls or other sum or sums
presently payable by him, in respect of his holding of shares in the company has been paid.

DIRECTORS

Until otherwise determined in the general meeting the number of Directors of the company
shall not be less than TWO and not more than TEN.
The following persons shall be the first Directors of the company.

Md. Ratul Uddin

Soumyo Kabir

The qualification of a Director shall be holding of share of 1000 (One thousand) ordinary
shares of Tk.100/- each in the Share Capital of the Company in his/her own name alone and
not jointly with any others.

The remuneration of a Director shall not exceed Tk.500/- (Taka five hundred) each for
meeting of the Directors attended by him together with such traveling and other expenses as
may be incurred for attending the meeting.

If any Director be called upon to perform any extra service or to make any special exertion
for the Company, the Directors so doing may be remunerated either by a fixed sum or by a
percentage on the profit of the Company as may be decided by the Company in General
Meeting.

Every Director shall vacate his office in the event of:

 He is failing to obtain the qualifying share.

 He becoming bankrupt or insolvent or on becoming unsound mind.

 He resigns from the office by giving notice in writing to the company.

 And if he acts in contravention of the section 86(f) of the Companies Act 1994.

QUORUM

Until otherwise determined by the Company in general meeting 2 (TWO) Directors present
in person shall form the quorum of board meeting.
POWER OF DIRECTORS

The Management and control of the business of the company shall be vested in the Board of
Directors who in addition to the powers and authorities by these presents or otherwise
expressly conferred on them may exercise all such powers and do all such acts and things as
may be exercised or done by the company and are not hereby or by the act expressly directed
or required to be exercised or done the company in general meeting, but subject nevertheless
to the provisions of the act and of these presents and to any By-law from time to time made
by the Company in general meeting, provided that no regulation so made shall invalidate any
prior act of the Directors which would have been valid if such regulation had not been made.

Without prejudice to the general powers conferred by the last preceding Article and the other
powers conferred by these presents, it is hereby expressly declared that the Directors shall
have the following powers that is to say, power:-

To pay the costs, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the Company.

To purchase or otherwise acquire for the Company any property, rights or privileges that the
Company is authorized to acquire at such price and generally on such terms and conditions,
as they think fit.

To pay for any property, rights, and privileges acquired by the company in cash or in shares
of the Company and any such shares may be issued either as fully paid up or with such
amount credited as paid up thereon as may be agreed upon.

To secure the fulfillment of any contract or engagements entered into by the Company by
mortgage or charge on all or any of the property of the Company and its unpaid capital for the
time being or in such other manner as they may think fit.

To accept from any member, on such terms and conditions as shall be agreed but subject to
the provisions of the act, as surrender of his share or any part thereof.
To deal with any of the moneys of the Company not immediately required for the company's
purpose in or upon such investments or securities (not being shares in this company) and in
such manner as they may think fit, and from time to time to vary or realize such investments.

To provide for the welfare of the employees or company and their wives and dependents and
to award bonus or other payments for the benefits of such persons as may appears to the
Directors just proper and to set aside a portion of the profit of the company to form a fund to
build or contribute to the building of houses and subscribing to provident fund and other
funds and establishment of schools, recreation centers and hospitals which will, the opinion
of the Directors, tend to increase the repute of the company among its employees and the
public.

CHAIRMAN

Shoumik Sadman shall be the first Chairman of the Company for a period of 5 (Five) years
from the date of incorporation. He will preside all over the meeting and supervision all the
activities of the company.

MANAGING DIRECTOR

Aban Bin Monsoor Rahman shall be the first Managing Director of the company for a
period of 5 (Five) years from the date of incorporation. His remuneration shall be fixed by
the general meeting.

Subject the control and supervision of the Board of Directors, the Managing Director shall
exercise the following powers:-

Control over the management of the business of the company with full power to do all acts,
matters and things deemed necessary, proper and expedient for carrying on the normal day to
day business of the Company.

To make and sign all contracts to the business of the Company including contracts for sales
and purchases and contracts for leases of property.

To have the engagement and dismissal of managers, other officers, assistants, clerks, agents
and special services and to determine their authorities and duties and to fix their authorities
and to fix their remuneration's.

Full power to draw, sign, accept, endorse and negotiate, on behalf of the company, all bills of
exchange, promissory notes, cheques, government papers and securities and all other
instruments as shall necessary, proper and expedient for carrying on the business of the
company.

To sign all receipt for money paid to the company and all vouchers of payment made by the
company and such signature shall be an effectual discharge for the money's therein stated to
have been received or paid.

All the power, authority and discretion of the Board of Directors of the Company except as
those which are otherwise stated by the Companies Act 1994 or by these presents are
expressly directed to be exercised by the Board of Directors collectively or by the
shareholders in general meeting.

BANK ACCOUNT

The company shall open Bank Account(s) with any schedule Bank in Bangladesh and abroad
and shall be operated the same by the Joint Signature of the Chairman and the Managing
Director or as per decision by the Board of Directors of the company.

COMMON SEAL

The common seal of the Company shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors in the presence of at least two Directors
who shall sign such instrument to which the seal of the Company is so affixed in their
presence.

ACCOUNTS

The Directors shall cause to be kept proper books of account with respect to:-

All sums received and spent by the Company.

All sales and purchases of goods and services by the Company.

The assets and liabilities of Company.

The books of account shall be kept at the registered office of the Company or at such place as
the Directors shall think suitable and shall be open to inspection by the Directors during
business hours.

AUDIT

Once at least every year the accounts of the Company shall be examined and the correctness
of the profit and loss account and balance sheet ascertained by one or more Auditors
appointed for the purpose and the provision of section 210 to 213 of the companies Act 1994.

The company in general meeting shall fix the remuneration of the auditors except that they
fix the remuneration of any auditor appointed by the Board of Directors.

INDEMNITY

The Managing Director and Directors, Officer, Servant shall be indemnity by the Company
for all losses and expenditure incurred by him or them respectively in or about the discharge
of their duty except their willful Act, neglect or default and shall be the duty of the directors
to pay out of the fund of the company in cash all losses and expenses which the Managing
Director or any other directors, officers or servants may in any way incur in the discharge of
his or their duties and the amount for which indemnity is provided shall immediately attach a
lien on the property of the company and have priority over all claims.

ARBITRATION

If and whenever any difference shall raise between the Company and any of the members of
their representative touching the construction of any of the Article herein contained or any
Act. matter or thing mad, done or omitted in regard to the rights and liabilities arising
hereunder or arising out of the regulation existing between the parties by reasons of these
presents or of the statutes or any of them, such difference shall be forthwith referred to two
Arbitrators, one to be appointed by each party and difference to an Umpire to be chosen by
the Arbitrators before entering on the consideration in accordance with the provisions of the
Arbitration Act, 2001.

WINDING UP

It the company shall be wound up, the surplus assets shall (subject to any rights attached to
special class of shares forming part of the share capital for the time being of the company) be
applied first in the payment of the capital paid up on the ordinary shares and the excess (if
any) shall be distributed among the members holding ordinary share in proportion of the
member of ordinary shares held by them respectively at the commencement of the winding
up. We, the several persons whose names and address are subscribed are desirous of being
formed into company in pursuance of this Articles of Association, and we respectively agree
to take the number of shares in the capital of this company set opposite to our respective
names.
 After creating Memorandum of Association and Articles of Association we have to register
our company. To register a company we have fill up some form which are given in
www.rjsv.bd.

We have to download those forms and have to fill up all those form .For a private limited
company we have to fill up

Form I (Declaration on the registration of the company)

Form VI (Notice of the registered office)

Form IX (Consent to act as directors)

Form X (The list of persons consenting to act as directors)

Form XII (Particulars of the directors, managers, and managing agents)

Proof of payment (i.e. receipt from the designated bank) for Treasury Stamps

Here we filled up forms for our company.

Form-I
Declaration on Registration of Company
THE COMPANIES ACT, 1994
(See Section 25)

Name of the Company AEONLIMITED

Declaration of compliance with the requirements of the companies act, 1994 made pursuant
to section 25 (2) on behalf of a company proposed to be Registered as the
AEONLIMITED

Presented for filing by Ariful Arifen

I, Aban Bin Monsoor Rahman, MANAGING DIRECTOR of AEONLIMITED,

do solemnly and sincerely declare that I am an Advocate* / Attorney/ A Pleader entitled

appear before High Court who is engaged in the formation of the company/ a person named
in the Articles as a Director/ Manager/ Secretary of the company

AEON and that all the requirements of the Companies Act, 1994 in respect of matters
precedent to the registration of the said company and incidental there to have been complied
with, save only the payment to the fees and sums payable on registration and I make the
solemn declaration conscientiously believing the same to be true.

Signature

Note: The declaration need not to be-

(a) Signed before a magistrate or an officer competent to administer others or
(b) Stamps as a affidavit
___________________________________________________________________
FORM VI
Notice of situation of Registered office of any
change therein
THE COMPANIES ACT, 1994
(See Section 77)

Name of the Company AEONLIMITED

Presented for filing by Ariful Arefen

To,
The Registrar of Joint Stock Companies
Dhaka, Bangladesh

With Section 77 of the Companies Act, 1994 that the Registered

Office of the Company (a) is situated HOUSE NO. 4, ROAD
NO.2, UTTARA, Dhaka.

was removed from

________________________________________ N/A
__________________________
to _______________________________________ N/A
__________________________
on the ____________________________________ 20

Signature
(Md XYZ )
Managing Director
(Sate whether Director, Manager or Secretary)

Date _____________________ day of

__________________________20
N.B. --- The notice must be filed with Registrar within 28 days of
incorporation or of the change, as the case may be.
a) Strike out the portion which does not apply.
FORM IX
Consent of Director to Act
THE COMPANIES ACT, 1994
( See sec. 92 )

Name of the Company ABC LIMITED

Consent to act as Director/Directors of the ABC LIMITED
to be signed and filled pursuant to section 92(1)(Ka) of the Companies Act, 1994
Presented for filing by MD. XYZ, MANAGING DIRECTOR
To the Registrar of Joint Stock Companies & Firms, Dhaka, Bangladesh
I/We, under signed, hereby testify my/our consent to act as Director/Directors of the
ABC LIMITED pursuant to section 92(1)(Ka) of the Companies Act, 1994.

Signature Address Description

(.MD. XYZ.)
.…, Dhaka Business
(Md. ...)
…, Dhaka Business
(Md. ...)
…, Dhaka Business
(Md. ...)
…, Dhaka Business
(Md. ...)
…., Dhaka Business

Dated this __________________ day of _____________________19_______.

_____________________________________________________________________
Notes--- If a Director signs by “his agent authorized writing” the authority must be
produced and a copy attached.
FORM X

List of Personal Consenting to be Directors

The Companies Act, 1994
( See Section 92 )

Name of the Company ABC LIMITED

List of personal who have consented to be Directors of the ABC
LIMITED to be filed with the Registrar pursuant to Section 92 (2)
of the Companies Act, 1994.

Presented for filing by MD XYZ, MANAGING DIRECTOR

To the Registrar of Joint Stock Companies, Dhaka, Bangladesh

I/We, the undersigned, hereby give you notice, pursuant

to section 92 (2) of the Companies Act, 1994, that the following
persons have consented to be Directors of the ABC LIMITED

Name Address Description

1. Mr. XYZ . . . . Dhaka Business

2. Mr. XYZ . . . . Dhaka Business
3. Mr. XYZ . . . . Dhaka Business
4. Mr. XYZ . . . . Dhaka Business

(Md. XYZ)
Managing Director

Signature, Address and description

of applicant for registration.

Dated this ___________________ Day of _________________

2013
FORM XII

Particular of the Directors, Manager and Managing Agents and of any change therein.
Filling Fee Tk. 200/

Companies Act, 1994 (See Section 115)

Name of the Company : ………

Presented for filling by Mr.………

Other
The
Nationality business
present Any
of Origin occupations Date
Name of former Usual
(other than and of app. Change
Names Name or Nationality Residential
the Present directorship or (C)
and Names of Address
Nationality if any, if change
Surnames Surnames
) none, state
(a) (d)
so (b)

Business, From
Bangladeshi ……
other the
Mr. ….. - …… Dhaka-
directorship date of
……
none. incorp.

Business,
……
other
Mr. ….. - Bangladeshi …… Dhaka- do
directorship
……
none.

Business,
…… ……
other
Mr. ….. - Bangladeshi Dhaka- do
directorship
……
none.

Dated the .................................... day of ......................... 2010.

(Signature)
Managing Director
(State whether
Director, Manager or Managing Agents)

(a)In the case of a corporation its corporate name and registered or principal office should be
shown (b) in the case of an individual who has no business occupation but any other
directorship or directorships particular of the directorship or some of these directorship must
be entered. A complete list of the Directors, manager, Managing Agents shown as existing
in the last particulars delivered should always be given (c) A note of the changes the last list
should be made in this columns by placing a against a new directors name the words in place
of ............................ by writing against a new directors, name the words "deed" resigned to
as the case may be. (d) In case of a firm the full name address and nationality of each partner
and the date on which each becomes a partner.

SAMPLE OF
DIRECTORS REPORT

Report of the Board of Director

I, on behalf of the Board Directors of ABC Ltd have the pleasure in presenting their report,
audited financial statement for the year ended 30 June, together with auditor’s report
thereon.

Financial results and Appropriation:

The Directors are pleased to expose the report of financial results and business forecasting of
the company in details. During the period the company created a huge scope of business at
home and abroad. Company earned a total after tax profit of Tk ... of which Board of
Directors recommended to distribute approximate 75% as dividend for the year.

Corporate and financial reporting framework

The Board of directors …… Ltd. confirms that Company keep accounting records properly,
which disclose with reasonable accuracy the financial position of the company and it also
enables them to ensure that the financial statements comply with the requirements of The
Companies Act 1994, amendments thereto and International Accounting Standards.

The Directors of ….. Ltd further confirms compliance with the financial reporting
framework for the following:
The financial statements prepared by the management of the …… Ltd. present fairly its
affairs, the results of its operations;

Proper books of accounts of the Company have been maintained;

Appropriate accounting policies have been consistently applied except for the changes
disclosed in the financial statements in preparation of financial statements and accounting
estimates are based on reasonable and prudent judgment;

International Accounting Standards as applicable in Bangladesh, have been followed in

preparation of financial statements and any departure there from, has been adequately
disclosed;

The system of internal control is sound in design and has been effectively implemented and
monitored.

Human resources development:

Trained manpower is essential for any growing Organization to attain its goals. As such
…… Ltd gives top priority to the development of human resources in order to bring
professionalism in all its activities and thus to produce innovative and customer focused
services.

Appointment of Auditor

M/S …. & CO. Chartered Accountant, Dhaka-1000, have carried out the audit of the
company for the year 2... And being eligible expressed their willingness for re-appointment
for the year …. The members of the Board recommended for re-appointment of M/S …. &
CO. Chartered Accounts, as auditors for the Year . . . .

Acknowledgement

We take this opportunity to express our deep appreciation and gratitude to sponsors and
shareholders, valued customers, patrons and well wishers for their active support and co-
operation. The Directors also record their appreciation of the dedicated hard work of the
employees for the growth of the Company.

Report & explanation of other matters, if any

…........

On behalf of the Board

(….)
Chairman
SAMPLE OF MINUTES OF
BOARD OF DIRECTOR’S MEETING

Date: 24/12/1999

Notice

A meeting of Board of Directors of ABC Ltd. shall be held on 01/01/2000 At 3.00pm at its
corporate office at 20000 Motijheel, Dhaka.
All the Directors of the company are requested to attend in the meeting to transact the
following agendas-
Agenda:

To confirm minutes of the last Board meeting.

To consider opening of a Current Account in the. .. . .Bank Limited, branch.

Misc.

---------------------------
Managing Director

C.C. to: all Directors

Minutes of the Board meeting of

ABC Limited
Held on 01/01/2000

A meeting of Board of Directors of ABC Limited was held on 01/01/2000 at 3.00 p.m. at its
corporate office at 20000 Motijheel C/A, Dhaka.
Following Directors were present in the meeting:

Sl Name of the Directors Signature

1. Mr. XYZ (Chairman) -----

2. Mr. XZZZ (Managing Director) -----
3. Mr. CCC (Director) -----

Chairman of the Company Mr. XYZ presided over the meeting. The Chairman welcomed
the Board member to attend in the meeting. As quorum for holding the meeting was
fulfilled, the Chairman started the meeting according to the agendas.

Agenda no. 1: To approve the minutes of the last meeting of the Board of Directors.

The Chairman read out the minutes of the last Board meeting and the members of the Board
present confirmed the same.

Agenda No. 2: To consider opening of bank account in the … Bank Ltd, Branch,
Dhaka & Khulna.

Chairman informed the Board that Company needs to open a Current Account in the . . . .
Bank Limited, Branch for smooth business operation. Members of the Board discussed the
necessity of opening of the said Bank account and after details discussion approved the
following resolution unanimously:

“RESOLVED that a Current Bank Account will be opened in the . . . ...Bank Limited,
branch for smooth business transaction of the Company.”

“FURTHER RESOLVED that the said Bank Account shall be operated by joint signatures
of Mr. XYZ, Chairman & Mr. XZZZ, Managing Director of the company until otherwise
been instructed in writing.

Agenda No. 3: Misc.

There being no other matters to transact, the meeting ended with a vote of thanks to and
from the Chair.

--------------
Chairman
SAMPLE of Trade license,Cerficate of
Incorporation , Taxation form