so this is our uh Business Law class my part companies act 1994 so very earlier we want to start from the definition definition private company which is private company private company compy right in Bangladesh one is private company another is public limited company uh very recently or U 26 November 2020 second amendment that OPC one person company introduced in Bangladesh private company public limited company and OPC means uh one person company these three types of companies are operating in Bangladesh OPC one person company later on we will discuss elaborately but first we want to discuss private limited company and public limited company when we discuss private limited company first we know we have to know the definition of the private limited company private limited company definition actually this is not in definition definition itself includes one is count count number counted number of the members and two is restrict one is restriction one is prohibition which company is called private limited company that type of company will be will call will say private limited company that that company cannot sell their share cannot that that is restrict the right of transfer of the share restriction on which transfer of the share that means private limited company share is not transferable there is a restriction number one condition number one one is one condition that is private limited company share is not transferable restrict the right of right to transfer it share number one number two prohibition any invitation to other people to purchase your share that is you cannot invite to sell your share you cannot invite other person to sell your share this is a Prohibition one is restriction one is prohibition another one is maximum 50 numbers shareholder maximum 50 numbers 50 highest number this is limited you cannot Beyond 50 except except who are the employee of the private limited company who are the employee of the private limited company as well as they are the shareholder of the company these number will be deducted from the 50 otherwise maximum number of the member of a private limited company will be only 50 limited by 50 these three condition why any company fulfills the three conditions these companies are called private limited company condition fulfill private limited company one is restriction restriction you cannot transfer your share so we are seeing a blank screen sir are you sharing any screen I'm not sharing anything I'm not sharing anything actually I'm taking tea that's why this I am actually video I turn off I think sir your camera is off now camera is off now actually I'm taking tea I'm drinking tea siram alum ition prohibition prohibition means you cannot invite say you are a shareholder of a private limited company you cannot invite other people to buy your share you cannot openly declared in the paper no you cannot this is prohibition thank you sir next 50 is the maximum number yes sir if have mentioned that unless being employe we can D that number this term is not clear again again I am say again I am saying sir 50 is the maximum number of the member of a private limited company 50 is the maximum number to employe as as now Clear DE yes sir sir can I can we get an example like yes I mean say for private limited company total shareholder 56 56 no sir no sir no cannot 50 is the highest number maximum number is 50 so 56 cannot then out of 56 eight are employee of the company now employee of the company shareholder private Limited compar yes sir thank you yes 50 maximum limited 50 in not including the person who are the employee of the company total number 56 first part answer no this company cannot be a private limited company right yes I told yes 8 is is employee of the company then again we changed our decision yes sir now this can be start at a private limited company can go can run by a private limited company because 56 minus 8 now members how much 48 48 can run a private limited company it will not comp compulsorily converted into public limited company so I hope we are clear private limited company yes sir sir I have a question sir can I sure sir uh can employee are treated to be owner or a employee on this private limited company shareholder employee as well as shareholder no problem shareholder as well as employee no problem are they treated as the owner or employee their are they treated they are employee and as well as they are the shareholder shareholder must be a owner of the company yes sir I understand sir thank you okay now private limited company is clear yes sir and public limited company sir like 56 members sorry like 52 MERS 56 members MERS sharehold plus employee 56 out of 56 how much are the employee of the employee shareholder employee as well as shareholder how much number is how much number what number 507 question no problem 56 is the total number right yes sir now employee as well as yes sir number how much what is the number sir in total 53 53 yes out of out of 53 employee shareholder 43 43 it can be run as a private limited company no problem sir uh that means employe employee plus shareholder employee shareholder shareholder counted shareholder counted but 50 maximum 50 private limited compan shareholder maximum 50 a 50 a 50 Maxim maximum 50 minimum two maximum 50 Public limited compan minimum member seven maximum limited by share s question yes sir I got my answer thank you sir yes sir uh employee share no difference no discrimination nothing I have another question also sir yeah is there have any limitation of employee shareholder no so there can be is there employee shareholder can be more than normal shareholder that means if a company has 50 employee shareholder and three normal shareholder is it okay or not no problem okay sir I got my answer yeah thank you actually number is limited by 50 another is public limited company public limited company consist of minimum number seven maximum number limited by share minimum number seven maximum number limited by limited by OPC one person company one person company consist by a natural person one person company have no shareholders no shareholders only one shareholder only one shareholder and he is natural person it might be a question in your next exam company can be a shareholder of a OPC yes or no no sir no no sir because no there is there will be no confusion from today's discussion we want to clear every natural person can open a one OPC without natural person cannot open a OPC clear yes sir okay limited company I have a question related to OPC yes OBC we will we will discuss later on sir no need to because it will be too early if you if we elaborately discuss in to this's class it will be too early because without knowing the private limited company and public limited company if we discuss the OPC then it will be uh harder for us to understand okay sir yes sir definitely next another one thing another one thing prohibition of prohibition of part Partnerships exceeding certain numbers prohibition of prohibition of very clearly prohibition of partnership which law company 1994 comp 199 whereas we are now we are starting to discuss prohibition or prohibit prohibited of prohibition of Partnerships exceeding certain numbers that means partnership this is negative answer partnership very good very good neition of partnership exceeding certain numbers partnership me what are the numbers number is if exceeding the numbers 10 for a Banking Company you have to have register as the [Music] compy 2 friends have discussed good item good issue good proposal szer so we can start a business 26 friends discussion how we can start the business we can take advice from Financial advis we want to start a business business is we can do or not what are the formalities for to start a partnership business because as [Music] professional 26 Friends start you want to start a business you cannot business by partnership F because as comp act 1994 section message is clear or not partn yes private limited rest [Music] number employee will not be included in your 50 number clear sir if it is a private limited company minimum number of the members is two and if it is a limited company minimum number is seven seven and OPC is a separate issue new issue for our country expanded registration not likely but slowly slowly is improving so is there have any OPC company in Bangladesh now yes started two three four five company already registered and is doing their business actually I have no idea and I don't know the name even but I don't know the name at this moment I cannot refer another one thing private limited company public Limited company and OPC right yes sir yes November section insert in the compan ACT 1994 11 name of the if it is a one person company you will read you will abbreviate OPC OPC XY OPC then you can understand this is a one person company XY Z limited that means it a private limited company earlier it was like that X y private liit XYZ limited not private limited and XY Z PLC when we will see PLC that we will understand this is a public limited company this is a public so for OPC sorry for one person company it will be OPC for private limited company it will be limited earlier actually liit liit private Li limited public limited PLC whether we are clear or not clear sir thank you then section six uh for registration of a company for section A right participant 191 without me including myself it is 190 right we all are members we all are members you have to take take permission from the registering Authority that means registered of join stock companies and Farms all of us yes all of us we know RJC means register of join stock companies and Farms J company Society yes sir you want to register a company you have to take permission from the register of Jo companies what permission that is your first approval name clearance name clear clear compy actor section 11 SE that is the reason ABC liit it has been registered in the name of ABC limited again priv ABC limited ABC private Safar it Safar it limited Safar limited you have to take permission from the name Li sir liit pdb limited TNT Limited no sir organ private limited lied you cannot register third interal organization already worldwide organiz sir sir no sir specifically guel it is restricted by law li no sir liit no sir yes sir yes sir I have a question related to it sir yeah sir from when this uh system was applied which is system sir a name clearance system from when you will apply when you will apply to the register of J companies they will give you answer yes or no if it is yes then they will give you the specific time within 30 days you have to register otherwise your name will be lapsed no then you can appeal to the regulator that why I will not get it then they will give you reason they will give you answer that this this reason you you cannot register your name what you want to register or what you already applied then you will change or you will reify yourself your name okay by submitting form number one C after getting the name clearance yes or no if it is yes then within 30 days you can register your name register your company if it is no then you can appeal why I will not get it okay sir clear got your answer sure sir [Music] yes F Ty bad intention exactly this name is deceiving deceiving another person and not only when you will utter this name then you will not be deceived but when you see by your eyes then you will be deceived Bala and B Nola and for right sir bad intention to deceive other people B in professional discussion should be professional okay sir next was applied sir first yeah name clear name clear you have to submit your application with two documents specific documents one name is memorandum and other name is articles one name is memorandum one was yes memorandum of Articles Association articles of Association right m o a a o a right yes sir memorandum memorandum is a constitution of the company and articles dayto activities memorandum is the constitution of the company memorandum is the constitution of the company conit Constitution sir constition constition dayto activi these regulations are written in the Articles of Association rules of business constitutions constitutions regulations for day-to-day performing the dayto activities no sir I was going to say that can we get an example yes get Constitution Shan rules of business other so many rules are there incin 1984 right rules sir rules rules of business regulations to perform dayto activities name of the name of the compy name register what is your objects what is your objectives after objects objective key that is third option number one key number one key name name then address that me liability Limited or unlimited up liabilities as a shareholder as a subscriber of the memorandum that subscriber of the memorandum as a subscriber of the memorandum as a member of the company your liabilities is limited or unlimited that it should be disclosed that it should be specified in the memorandum another one thing minimum level minimum minim clear sir sir is the face value of company now sorry is the share of compan now face Val is 10 yes yes 10 TAA is mandatory 10 TAA is mandatory by not by companies act this is by Securities and Exchange Commission Bangladesh Securities and Exchange Commission this is a rules given by Bangladesh Securities and Exchange Commission the every share will be face value will be ta 10 no deviation no discrimination this is not limited by companies Act companies act will not say that what will be the face value of your share they will asking you what how much will be your paid up Capital how much will be your authorized Capital now come to the point what are the authorized Capital authorized Capital means your registered Capital authorized Capital means your registered capital and paid up Capital means how much now you want to pay okay yes sir yes sir minimum one share you have to subscribe if you want to be a member of a company you have to subscribe minimum one share minimum one share yes one share yes and another one thing in the memorandum every subscriber opposite of the subscriber written the number yes it is actually uh not is the condition it is uh actually it is needed it is necessary it is a requirement when if you buy something if you buy something in the work super shop orp big shop then they will give you money re right yes sir sir no yes sir no sir no experience no never ever never will do this your rights yes sir very good for for so the we were discussing the memorandum memorandum key constitution of the company constition name of the company registered address objectives of the company and liability limited or unlimited Capal descrition Des should be WR minimum one share you have to subscribe to be a member of the company [Music] memorandum sir name of the company register address uh what is your object objective your liability is limited or unlimited uh subscrib to share share what is the face of B of the share thank you okay thank you so much thank you you so much PA up Capal sir authoriz Capal called up Capital subscribed Capital paid up [Music] Capital authorized capital authorized authorized by whom authorized by government PA called up Capital out of one CR this is your that is your subscribe Capital after subscribed up Capital asak authorized called up subscribe paid up Capital to be clear from you authored Capital this is your registered Capital clear sir out of out of equity and your subscribe Capital finish after your subscribe that is after getting your commitment from the shareholders Capital 20 up Capital 20 l authorized Capital called up Capital subscribe capital and paid up Capital now clear n sir no sir yes okay okay okay no problem no problem that is your paid up capital [Music] is there any difference between and capital of course thank you up 20 subscribe 10 up thank question auth you cannot Beyond you cannot go beyond the authorized Capital section 155 you cannot go beyond no way within will be of the this is reserve not capital reserve Reserve capital capital [Music] reserve subscribed Capital ultimately last okay sir thank you sir clear yes sir sir subscribe Capital called up cap no sir no over subscription that is another issue this is over subscription not okay authed thank you sir between your business extraordinary res that is by egm extraordinary meeting sir private register of join compan permission you cannot start your business incorporation certificate you cannot start your bu without nobody can start a compy without C yes sir memor name address object liability absolutely clear no no no no no no no no consent sir um mail ID sorry mail ID uh mailing address email ID Mobile Mand Mand subscri Mand sign number MH yes subscriber of the memorandum subscri of the Mand subscri seems to be director of the board of directors recru thank you registration company registration power we will get inor Corporation certificate reg incorporation certificate Corporation certificate incorporation register address what is the effect of registration effect of the registration registration effect having Perpetual succession of the company having perpetual succession of the company under section 24 2ar yes sir incorporation certificate you will get you get you certificate conclusiveness of the certificate of incorporation sufficient sufficient evidence of compliances sufficient evidence of compan ctif it means no sir no sir your company has been registered duly your company has been registered yes duly means fair right very good very good effect of reg after getting your registration after complete your registration your company having Perpetual succession [Music] for sir Perpetual succession very good very good perpetual sucession think inshah thank you sir thank you thank you so much conclusiveness of the certificate of ination in incorporation certificate with memorandum and articles particulars of director schedule 10 certificate memorandum of article articles of Association par director particular of director means schedule 10 for schedule 10 sorry particular of director form 12 10 summary of paid up capital incorporation certificate memorandum articles normal number form 12 number form 12 and members sir Cici evidence of compliances sufficient evidence of compliance very good incorporation certificate means what is the meaning of incorporation certificate what do you know what do you understand by incorporation certificate sufficient evidence of compliances evidence of compliance okay without finishing my class IC stud man already very good very good very good okay anyway for thank you articles articles oh sorry memorandum taken permission from the members but through extraordinary general meeting and taken permission from the high court yes sir competent section specifically High division commcial subject to approval from government through notification or gazet notification or gazet you can do the commercial matter you can exercise the commercial matter re [Music] [Music] M sirr printed Yes means yes sir subscriber sir from the shareholder through extraordinary general meeting from competent code permission from the competent Court clear sir memorandum ratification last one last one sure act number once you have submitted your memorandum to the register of join stock companies you cannot ratify yourself number number after getting your permission that is registration that is incorporation certificate and certified copy of the memorandum and articles your process is extraordinary what is extraordinary annual general meeting under Section 81 extraordinary General competent permission clear yes [Music] sir yes yes yes competent code [Music] okayand regulation yeah competent code and shareholder fortification thank you sir TR Li after getting trade license andh shareholders Capital sharehold share Capital must be transferred through banking Channel yes sir yes sir okay yes 94141 sh sir sir yes sir foreign nonoperative bank account open key accounta forign certificate yes du Abdul ABD Abdul Ma cic memorandum and articles requir registration they will issue a certificate that certificate is called certificate of incorporation clear yes a incorporation certificate power for with memorandum articles trade LIC tax identification number TR LIC open clear sir sir foreign shareer nonoperative bddy this is called certificate for exactly exactly bades registration clear yes sir yeah local local name clearance memorandum [Music] article yes sir yes incorporation certificate no no no no no notic association regul for performing day-to-day activities of the company incorporation registration company incorporation certificate yes sufficient evidence of compliances certificate articles name yes yes in Cate number cic en enr number sir enr number ination number sir TR LIC TR LIC ination certificate without incorporation certif question yes regulations hkk [Applause] compy 1994 authentic English text number [Music] no no [Music] wrer G Gad authentic English text clear yes sir yes a g number one homework next homework number one number one number one sir number one five times company company act 1994 books 1994 government gazet gazet company gazet government gazet rep rep okay okay very good okay very good for schedule 10 annual summary of share Capital section 36 the reference section 36 schedule 10 annual summary of share Capital it has section reference section 36 six it are submission filing requirement within 21 days of [Music] AGM help schedule 10 annual summary of share capital section 36 filing requirement 21 days of AGM again F requirement or file requirement filing requirement or to be filed 21 days of AGM to be submitted to the rjsc schedule 10 annual summary of share Capital section 36 filing requirement 21 days of AGM last call schedule 10 annual summary of share Capital section 36 21 days of AGM next balance sheet and profit and loss account balance sheet and profit and loss account Section 1 190 filing requirement 30 days of AGM balance sheet and profit and loss account section 190 filing requirement 30 days of AGM last call balance sheet profit and loss account section 190 30 days of AGM next form 23rd B form very good form 23rd B section D subsection two filing requirement 30 days of receiving appointment from the company for 23rd B notice by the auditor section 210 subsection 2 to be filed within 30 days of receiving appointment English sirly I repeat Form 23r B section 21 subsection within 30 days within 30 days of receiving appointment from the company receiving it appointment of appointment information from the company appointment refused that information has to be submitted to the register of join stock company by submitting 23rd B form auditor acceptance popularly 23 auditor acceptance last call from 23rd B notice by auditor section 21 Z subsection two filed within 30 days receiving appointment information from the [Music] company form number [Music] nine [Music] sorry sorry slowly form 23rd B Noti by auditor section filed within 30 days of receiving appointment information from the company clear sir thank you sir next form n no sir form nine consent of director consent of director to act director director consent consent of director so what is the section number nine sorry section number form number nine section 93 sorry 92 and 93 within 30 days of appointment form number nine section 93 within 30 days of appointment form number nine consent of director section 93 within 30 days of appointment 92 or 93 93 consent 93 consent of director sir consent of director [Music] form N9 consent of director filed within 30 days from the appointment section 93 okay section 92 92 consent 93923 man 93 should [Music] 9 okay 932 restriction on appointment or advertisement of a director restriction on appointment or advertisement of a director to the register of join companies 93 consent of candidate for directorship candidate of direct consent yes yes next form 12 of directors sir PD PD PD particulars of directors P particulars D directors particulars of directors number form number 12 form number yes sir section number 115 filing requirement 14 days 14 days 14 days from the appointment or change from the appointment or change appointment subsequently particular of director to be submitted to the GSC filing requirement 14 days yes form number 12 particulars of directors filing requirement 14 days from the appointment or change section 115 next form number 12 yes sir very good form number four form four notice of increase of share Capital form number four notice of increase of share capital section 53 section 53 filing requirement within 50 days of increase of share Capital form number four notice of increase of share Capital within for 15 days of increase of the share Capital section 53 form number four notice of increase of share Capital within 15 days increase of the capital section 53 okay can we skip it sir yes sir okay form six notice of registered office within 21 days of establishment or change section 77 form number six notice of registered office situation of registered office within 21 days section 77 yes 21 days cul thank you 21 day 28 days 21 28 bam s 21 oh sorry 28 days 2 one 28 B one oh sorry 28 right 21 day sorry 28 days 21 28 days yes sir okay sir H form number six sir four 14 days sorry yes uh four four 15 days increase of share capital okay sir form number six last call no Noti of registered office within 21 day 28 days section 77 okay next okay sir okay next form seven statutory Report Form seven statutory report not less than 21 days before meeting not less than 21 days before meeting section 83 so not less than not less than 21 days form seven statutory report not less than 21 days of meeting section 83 meting not AGM statutory meeting under3 thank you sir that form is called form number seven filing requirement 21 days before meeting section reference section 83 sir sir yes sir very good next form number eight form number eight special or extraordinary resolution special or extraordinary resolution form number eight to be filed within 15 days section reference 88 form number eight special or extraordinary resolution within 15 uh within 15 days section 88 sir 15 or 50 15 on here okay sir eight complete yes sir sorry meeting meeting next form number 15 form number 15 return of allotment form number 15 return of allotment within 60 days of allotment section 151 form number 15 return of allotment 60 days of allotment within 60 days of allotment section 151 X section yes 16 or 60 60 clear J sir form number 15 return of allotment filing requirements within 60 days sh section number1 instrument of transfer of share oh form number 117 form number 11 7 form number 117 instrument of transfer of share that instrument of transfer of share section 38 form number 117 instrument of transfer of share section 38 sorry okay sir yes sir One schedule one schedule three schedule six schedule s schedule 9 and schedule 12 yes sir one can total regulation is regulation 117 one read schedule three schedule 4 6 schedule 7 schedule 10 9 and 12 one reading yes sir schedule six schedule seven schedule sorry schedule 10 Mage clear sir yes sir okay of annual summary of share Capital section 36 yes a filing requirement 21 days of AGM then balance sheet and profit and loss account section 190 filing requirement 30 days of AGM from 23rd B notice by auditor section 210 subsection 2 then filing requirement with 30 days of receiving appointment information of company then form nine candidate or concept consent of director of two action section 92 and 93 within 30 days of appointment restriction of appointment or appointment of director uh from 12 PD uh section 115 filing requirement 14 days or change um P submitted to rjsc from four notice of increase of share Capital within 15 days section 53 form six notice situation uh uh situation of sorry uh sorry our mistake from 6 notice of registered office within 28 days establishment section 77 uh from Seven statutory report not less than 21 days before meeting section 83 then from 8 special of extraordinary regular reg regulation to be filed within 15 days section 88 from number 15 return of um from form number 15 return of allotment within 16 days allotment section section1 very good from number 117 instrument of transfer of share section 38 and 3 6 7 9 and 12 very good thank you next uh last day we have discussed regarding private limited company and public limited company can we remember yes yes today we will some privileges some privileges are enjoying by the private limited company over a public limited company comp private liit Li number of privileges J private limited compan over public liit company enjoy number one only two person can register a private limited company right yes sir but public limmited company comp right sir yes sir yes sir clear yes sir next story meeting and story report is not required is sorry are not required for a private limited company under section 83 subsection bar statory meeting among statory report are not required for a private limited company statory meeting and statory Report only required for a public limited company under section 83 subsection 12 sir to sir subsection two section 83 subsection two Lear clear sir okay no problem directors are sufficient for a private limited company Li minimum director for a public limited company [Music] under subid section 90 section 90 subsection two next retirement provision R of director1 subsequent meeting AG one third of the director will be retired and they will be reelected if they are not filing any unwillingness rotation of director is not applicable for private limited [Music] company NeXT no prospectus no prospectus is required for private liit compy private liit restricted yes sir prospectus in Le statement in prospectus private Limited compan next no restriction uh no restriction to obtain a certificate of commencement of busic cic ific is called commencement of business under section 150 certificate clear sir 150 clear sir yes sir sir these are privileges of a private limited company over a public limited company commencement of business certificate sorry comp private limited compan rtion obligation next Sirles one SE registration of Articles articles of ass that Isles of Association articles of Association say they should be with memorandum has to be submitted it has to be registered with the memorandum as well as it subscribe as subscri they have to put their signature articles also signat signed by promoter or subscriber of the memorandum section 77 together with the memorandum together with the memorandum day today bus ofation registration of Articles you have to comply key have to comply schedule number one comp number one number one registration of articles that is articles of Association articles association with together with memorandum you have to register application of one followed by schedu number one which is day-to-day Affairs regulation for day-to-day Affairs of the company we together with memorandum yes sir sir next next next application of one apply number one articles of Association includ there is no problem mandatory regul mandatory clear right sir pure M right yes sir section 17 section 18 repeat thank you articles of Association regulating day-to-day Affairs of the company section act number registration of Articles section 7 and applying of schedule one section 18 what are the what please find out the mandatory regulation from the following sir find out the mandatory regulation from one number one mandatory regulation number one regulation number one no regulation number 56 regulation number 56 of schedule one regulation number 56 of schedule number one meeting headline meeting at different places different place and adjournment regulation number 56 of number one number one part regulation clear yes sir regulation number 56 regulation number 56 headline key meeting at different place and adjournment regulation 56 meeting at different place and adjournment adjournment adjournment means s clear yes sir sir okay regulation 66 signature of proxies Regulation 66 regulation 66 signature of proxies Regulation 66 signature of proxy proxy proxy aumar this isy number regulation number 71 regulation number 71 directors qualification share regulation 71 director's qualification share that is to be a director how much minimum share will be taken by the director minimum share director one share minimum one share very good minimum one share means you have to first you have to be member of the company then you can be director of the company without director without being a director of the company a member of the company you cannot be a director regulation 78 disqualification of directors regulation 78 disqualification of a director regulation 78 disqualification of a director regulation 78 disqualification of d director regulation 79 rotation of director regulation 79 rotation of directors regulation 79 rotation of director regulation 79 Ro of director regulation 80 regulation 80 which director will retire regulation 80 which director will retire regulation 18 which director will retire regulation 81 regulation 81 eligibility for reelection regulation 8 T1 eligibility for reelection regulation 81 eligibility for re-election regulation 81 eligibility for reelection regulation 8 regulation 82 regulation 82 general meeting to elect director regulation 82 general meeting to elect director regulation 82 general meeting to elect director regulation 82 general meeting to elect director can we move on yes sir yes sir thank regulation 95 regulation 95 defect in Appo appointment not to invalidate acts of director regulation 95 defect in appointment not to invalidate acts of director so not not to invalidate direct yes sir clear sir G sir clear regulation 95 defec in appointment not to invalidate acts of director J sir yes sir thank you regulation 97 directors May propose interim dividend regulation 97 regulation 97 directors May propose interm dividend regulation 97 directors May propose inim dividends regulation 97 directors May propose interim dividends sir inter interim i n t e r i m inm divid regulation 105 books of accounts shall be kept at the registered office and open for inspection by the director regulation 105 regulation one5 books of accounts yes sir books of accounts no sir books of accounts shall be kept R registered office in at the registered office at the registered office and open for inspection by the director regulation 105 books of account shall be kept at the registered office and open for inspection by directors 105 books of accounts shall be kept at the registered office and open for inspection by directors sir thank you regulation 108 regulation 108 contents of profit and loss account profit and regulation 108 contents of profit and loss account regulation 108 contents of profit and loss account sir regulation 112 [Music] thank regulation 112 exaro appointment of Auditors regulation 112 appointment of Auditors regulation 112 appointment of auditors next regulation 113 to16 regulation 113 to 116 regulation one 113 to 116 provision for sending notice regulation 113 to 116 provision for sending notice regulation 1132 116 provision for sending notice regulation 117 no sir 117 instrument of share transfer instrument of transfer of shares section 38 okay okay sir sir sir minimum quality of minimum quality of share no no qualification of share minimum qualification 71 s regulation 77 sir1 director's qualification share yes sir regulation 71 yes sir thank you sir yeah sir signature of proxy 56 different places and adj yes meeting at different places and adment 566 proxy 71 director's qualification share say sir optional optional applying number one schedule number one regulation seven regulation seven defaced lost or destroyed share certificate regulation number seven regulation seven defaced lost or destroyed share certificate regulation 20 regulation 20 directors May decline to register any transfer of shares regulation 20 directors May decline to register any transfer of share regulation 20 directors May decline to register any transfer of shares regulation 20 G sir sir register to register any transfer of share direct regulated by regulation number 20 regulation number 21 share of deceased person deas share deceased holder deed deceased de holder regulation number 21 deed share holder regulation 23 regulation 23 entitlement of the dividend of deceased shareholder regulation 23 entitlement of the dividend of the deceased shareholder regulation 23 entitlement of the divid of deceased shareholder regulation 51 regulation 51 agenda of members meeting obl general meeting obl AGM regulation 51 agenda of members meeting obli general meeting o AGM regulation 51 agenda of members meeting o general meeting o AGM sir very good regulation 52 Quorum of a meeting regulation 52 Quorum of a meeting quum of a members meeting B regulation 52 Quorum of the meeting regulation 52 quum of the meeting members meeting yes sir regulation 53 regulation 53 if quam is not present within half an hour meeting will be adjourned regulation 53 if QAM is not present within half an hour meeting will be adjourned regulation 53 if qram is not present within half an hour meeting will be adjourned very good regulation 55 if chairman is not present within 30 minutes of the meeting someone else can Pride the meeting as chairman regulation 55 if chairman is not present within 30 minutes someone else can be pre can preside the meeting as chairman amongst the member regulation 55 if chairman is not present within 30 minutes someone else can preside the meeting as chairman amongst the member present sorry sorry regulation 55 clear yes sir if chairman is not present within 30 minutes now clear clear yes sir regulation 83 meeting without Quorum regulation 83 regulation 83 meeting without quorum regulation 85 appointment of alternative director regulation 85 appointment of alternative director regulation 85 appointment of alternative director next regulation 86 appointment of additional director regulation 86 appointment of additional director regulation 86 appointment of additional director regulation 88 regulation 88 casting Board of chairman regulation 88 casting vot of chairman second V or casting vard Cas V under regulation 88 chairman can casting V Cast casting vot by the chairman regulation 88 casting Board of chairman regulation 88 casting vote of chairman regulation 89 quum of board meeting quum of board meeting regular 89 Quorum of board meeting regulation 89 quum of board meeting board meeting board meeting thank you okay Amendment anyway very good because Second Amendment important area mention 26 November 2020 one person company is the highlighted one 26 November am section 11 section 11 call indication of the Company Limited company that is public limited companyc public limited companyc XY liit right yes sir private limited company XY Z private limited right 26 November PLC XY Z plc public limited company private limited compd limited LTD liit XY liate if it is one person company thenc OPC yes public limited company PLC private limited company limited LTD one person comp OPC next one person company OPC OPC OPC section two section SE shareholder only one natural person only one natural person can register a OPC only one natural person without natural person cannot not register OPC shareholder only one natural person natural person OPC natural memorandum and articles of OPC OPC memorandum Artic 17 Mand 9u 9 schedule 9 call and schedule 9 call respectively memorandum and articles of OPC sorry sure sure thank you memorandum and articles private limited company public limited company and articles of OPC register now clear yes sir yes sir okay only one company can be incorporated by a natural person that means ex natural person yes sir incorporation only one company can be incorporated by natural Op with consent with consent of the nominee Nomine Mr X he will be my Nomine and he will [Music] responsible right sir next there will be a succession section 24p sucession right sir after getting registration from the rgc sir continue Nomine will be the share older shareholder death second incapacity third unsound mind will be the shareholder Nomine will be the shareholder number one death of the shareholder incapacity and unsound mind then Nomine will be the shareholder question incapacity and unsound mind sound mind sir sir share Capital minimum 25 lakh minimum minim maximum 5 CR Li minim maximum limit maximum limit yes we are discussing about OPC private limited company and public limited company s incorporation process as like as private limited company private limited company intific sir incorporation process is like as private limited company private limited company Inc Corporation Incorporated high that is the process for OPC director director yes very good yes shareholder director sir thank you board meeting meeting B say minimum one board meeting in one calendar year minimum one mtic bracket c a d sir thank you memorandum articles change share transfer common common sense partial share whether partial share can be transferred or not not sir not sir thank you thank you not because whole share8 applicable [Music] shh partial share transfer is strictly prohibited balance sheet balance sheet should be submitted to the register within 180 days of the ending of financial year balance sheet submit private liit liet section and L account popularly return RJ return RJ return return RJ return under section 19 and L within 180 days from the year end fin balance sheet financial statement authorization of financial statement authentication of financial statement compan private public limited company authentication of financial statement under Section 189 189 189 section private limited company public limited company 189 financi statement auth 189 [Music] 189 only one shareholder shareholder financial statement Authentication financial statement authentication authorized cor produce to the Auditors audit section 210 applicable means auditor appointment and remuneration regulated under Section 210 auditor appointment section Lo loan taken and repayment regulated by section 159 to 175 159 175 op 159 175 sure loan taken and repayment or loan taken from Outsider Bank leing company others every anywhere everything floating charge creation on the asset regulated under Section 159 to 175 comp section 159 to 175 applicable thank you sir 159 175 a section follow clear yes sir clear voluntary winding up voluntary wind winding up section 234 is applicable even private volunt section 234 applicable OPC 234 applicable H sir well thank you now share transfer share trans under Section 38 private 117 117 share transfer instrument form number yes sir very good very good form number 117 a transfer instrument clear this is share transfer instrument sh transfer physically present physically present then sh transfer yes sir very good in presence of RC officer [Music] yes commer experience staying outside banglades cannot appear in for sh transfer bades Embassy nearad no no no not not allow not allow schedule 10 summary of share Capital form 12 particular of direct form 12 sh Capital summary of share capital okay thank you transer foreign orades staying outside cannot appear in the Bangladesh sh transfer inst form 117 undering relating to the transfer nearad yes sir very [Music] good self declaration self declaration for future ambiguity avoid transfer undering sir trans sh transfer signature sh transfer signature must be verified in the following manner number share transfer personally in personally presence of it in front of the officer with two docents particular of directors form 12 is staying outside of Bangladesh cannot appear in the rgsc in the rgsc Justified reason the share transfer instrument undertaking related to share transfer verification through nearest transfer valid Justified Reas cannot appear in the rgc timately commission commission register office sure sir thank you thank you okay anual meeting anual general meeting 14 days am am AGM egm and statut 21 days notice is required AGM eg very good AGM egm and statut meeting sorry sorry amendment number two submiss November [Music] you op OPC ex administrator ex admin administrator actually Su ADR gen gen Survivor so sir thank you sir ex or administrator and statutory meeting very good very good uh shami very good thank you 21 days notice is required sure AGM egm and institut meeting 21 days notice is required 2 is requ clear sir clear thank you thank you sure B under Section 81 AGM under Section 81 every Gregorian calendar every Gregorian calendar AGM 90 days but 90 days 31st December 31 December you have to take permission from the competent code f right sir for July first first July July January sir December June 30 June 30 June 30 fin exactly Bank am I right yes sir by taking permission fromc fin right yes sir DEC sir sir sir ination sir right sir is that clear G thank you thank you transfer sh transfer transfer G certificate of transfer section 39 certificate of transfer fin December at least December sir thank you sir okay next inspection of register of the members members Shing sholders section 41 inspection of the register of [Music] members a b c d e f g i [Music] m sir sir attendance register attendance [Music] register remember for days sir thank okay you can go to CP outsid any other thank you prior notice giving in the newspaper seven days before the trans at a time s days register can be closed in a year maximum 45 days maximum 45 days not exceeding days at a time PR power to close up the book cister member right sir m 11 shister right [Music] sir 38 39 39 trans certificate yes your transfer has been completed your transfer has been completed 41 M register me register CL at a time not exceeding 30 days clear sir thank you 53 days [Music] question one section 43 sir G resolution 43 B number cdivision of its existing share or any of them divided the whole or any part of the share Capital into share of a smaller amount then is fixed by the memorandum of the association 40 regulation 43 43 H 43 B alteration of paid up Capital section 43 or schedule 4 regulation 43 schedule one schedule one regulation 43 43 sir B 43 ni 53 60 53 53 have company act sir company act section 53 D sir company D sir 43 now 53 53 53 of paid Capital right limited Company Limited comp Al what is the alteration Al Al yes sir share capital yes [Music] sir yes Al m in increase Al yes sir next [Music] sir it is Al alteration or not alter this is called alteration of paid up Capital this is alteration of extraordinary extraordinary Market related first call T second call Final Call second sir refund warrant be forfeited as per board resolution first call second call and final unpaid paid up Capital unpaid unpaid amount PA [Music] [Applause] 90% subscri exactly either 100% or 90% of 50,000 share yes sir thank you Al thank you thank [Music] you section 57 application of Premium received on issue of share Maxim three to five times next 58 58 restriction on purchase by the company of its own share number sh next parent company subsidiary Merchant Bank sir Merchant Bank Merchant Banker paid up capital very good bankia B bankia securities bankia yes sir bank right share issue share right [Music] share a Marchant Bank Marchant Bank banking house Bank nonbing fin bankia right yes sir B B bankia capital right share money key increase of paid of capital right sir yes sir Bank Tak bankia paid up Capital Bank Capal right Mar Bank yes ultimately B paid of capital March Bank bank Capital Bank section viol second by company for his own shares clear yes sir Marchant Bank underwriter parent company B holding strictly prohibit section 58 58 5 of under Section 59 deduction of share extraordinary reduction of share Capital reduction of extraordinary General meting you can reduce your paid up Capital but you cannot buy bu your own share buy your own share restricted by section 58 further issue of within the limit of authorized Capital you can dissue your paid up Capital but when subject to existing right share sh right share existing shareholder right share rights of the sh existing sh shareholder existing shareholder right for yes sir sir thank you thank you