Creative Engineers Ltd. Vs. Registrar, Joint Stock, (Muhammad Khurshid Alam Sarkar, J.)

Case No: Company Matter No. 209 of 2018

Judge: MoyeenMuhammad Khurshid Alam Sarkar, J

Court: High Court Division,

Advocate: Mr. A.K.M. Fazlul Hoque, Advocate ,

Citation: 2018(2) LNJ

Case Year: 2018

Appellant: Creative Engineers Limited.

Respondent: The Registrar, Joint Stock Companies and Firms

Subject: Companies Act

Delivery Date: 2019-12-02

HIGH COURT DIVISION

(SPECIAL ORIGINAL JURISDICTION)

MoyeenMuhammad Khurshid Alam Sarkar, J

 

 

Judgment on

13.08.2018

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Creative Engineers Limited.

. . . Petitioner

-Versus-

The Registrar, Joint Stock Companies and Firms

. . . Respondents

Companies Act (XVIII of 1994)

Section 151

It is vividly clear that Shares Allotment Return must be filed with the RJSC within sixty days from the date of allotment of the shares. However, the Registrar of the Joint Stock Companies & Firms has been empowered to extend the aforesaid period of sixty days, if the company files an application before expiry of the sixty days. If the company fails to file the Shares Allotment Return within the prescribed time, then, the company’s responsible person/s will be penalized with a fine of Taka one thousand for every day during which the default continues.      . . .(8)

Companies Act (XVIII of 1994)

Section 151

It is the Proviso to Section 151 of the Companies Act which empowers this Court to extend the time for filing the document subject to its satisfaction that the omission was accidental or inadvertent or this Court is satisfied that the application should be allowed on just and equitable grounds. It is important to note here that the Proviso to Section 151 of the Companies Act simply empowers this Court to extend the time-limit for filing the Shares Allotment Return (Form XV), but it does not contain any provision empowering this Court to deal with the ‘fine for default’, a situation which inevitably arises under sub-Section (4) of Section 151 of the Companies Act due to failure of filing the document within the prescribed time.       . . .(9)

Companies Act (XVIII of 1994)

Sections 399 (1) and (2)

When a proceeding for imposing fine or penalty or punishment has already been started by the competent Magistrate who has been invested with the power to relieve the delinquent director and/or manager and/ or  managing agent and/or officer of a company and/or auditors from his/her liability if the Magistrate is satisfied that despite having acted honestly and reasonably the default/ negligence/breach of duty/breach of trust occurred, and such Court may relieve the above delinquents on the same satisfaction when they are apprehending that a proceeding for fine/penalty/punishment may be initiated at any time. . . .(11)

Companies Act (XVIII of 1994)

Sections 151 and 396

When a company defaults in filing Shares Allotment Return within the prescribed time and any proceeding for default is yet to be initiated by the RJSC, the company and its responsible persons are required to invoke the jurisdiction of this Court under Section 151 read with Section 396 of the Companies Act for relieving the responsible director/s and/or official/s from the fine alongside seeking extension of time for filing the Form XV.                                                          . . . (13)

Companies Act (XVIII of 1994)

Sections 151 and 396

The nature of role and power of this Court in dealing with this kind of application; would this Court simply act as “rubber-stamp” by extending the time for filing the document and relieving the delinquents from the fine upon receiving the application, or does it possess the necessary power to reject the application, if not satisfied with the grounds taken by the petitioner for filing an application under Sections 151 and 396. For extending time for filing of the document, while Proviso to Section 151 of the Companies Act imposes a condition upon this Court to “be satisfied” that the omission to file the document was accidental /inadvertent or there is “just and equitable” ground for allowing the application, Section 396 of the Companies Act, however, burdens this Court with a duty to find out whether the responsible person of the company failed to comply with the provisions of Section 151 (1) of Companies Act, despite having acted honestly and reasonably.          . . . (13 and 14)

Companies Act (XVIII of 1994)

Section 396

The task of getting satisfaction on the “just and equitable ground” is apparently a bit complicated inasmuch as there is no yardstick or legal criterion in place for gathering such satisfaction by the Court. On the other hand, for giving relief under Section 396 relieving the accused person from fine, carrying out inquiry by this Court as to whether the accused person “acted honestly and reasonably” is also not a easy business for this Court given that since it has not been possible for the Legislature to provide particular set of facts or circumstances based on which it can be said that the accused person acted honestly or reasonably, therefore, this Court also cannot set out any guideline for determining “the honest and reasonable action” of the accused person. . . .(15)

Companies Act (XVIII of 1994)

Sections 151 and 396

The first issue requires to be adjudicated upon by this Court is whether the petitioner-company has been able to make out a case to “satisfy” this Court that the failure to file the document within the statutory period of sixty days was not deliberate and the petitioner-company is not a habitual defaulter in filing any such document with the RJSC and, in order to satisfy this Court, the petitioner must make a full disclosure about such omission, including any delay which had happened in the past in filing any type of ‘Return’ together with producing a letter from the RJSC stating as to whether the petitioner is a first-time defaulter or a habitual defaulter. In other words, the first issue to be considered by this Court in a matter under Section 151 read with Section 396 of the Companies Act is whether the petitioner approached this Court bonafide without having any ulterior motive.  The second issue to be considered is whether any one would be prejudiced if the time is not extended to file the document and, finally, whether the facts and circumstances suggest to extend time for filing the documents by relieving the delinquents from the fine on just and equitable grounds, if the proceeding for slapping fine has not been already started by the office of the RJSC. If the proceeding for penalizing the company’s delinquent has already been commenced and it is pending before the competent Magistrate, in that scenario, this  Court, after adjudicating upon the issue of extension of time for filing the document, may inform the concerned Magistrate Court that it shall be at liberty to proceed with the proceeding of fine.   . . .(17)

Companies Act (XVIII of 1994)

Sections 151 and 396

Considering the interest of the shareholders of the company as well as the fact that the omission to file the Form XV within sixty days was a bonafide mistake, this Court is inclined to condone the entire period of delay that has occurred in filing the Return of Shares Allotment with the respondent No. 1, RJSC and extend the time for filing the Return of Shares Allotment with the RJSC. Further, since no proceeding for slapping fine upon the concerned responsible person of the company has been started, as has been confirmed by the learned Advocate for the petitioner, and in view of my finding that there is no past record of non-compliance of any provisions of the Company law, the Managing Director of the company, who himself has admitted his fault as to non-submission of the Shares Allotment Return, may be relieved from the fine that has incurred for 100 (hundred) days.         . . . (22)

Elahee  Baksh & Co. Ltd 10 DLR 179 (Para-12); Anwar Jute Baling Limited 21 DLR 412 and Gilt Edge Safety Glass Ltd, LR 1940 (1) ref.

Mr. A.K.M. Fazlul Hoque, Advocate

. . . For the Petitioner

No one appears

. . . For the Respondent

JUDGMENT

Muhammad Khurshid Alam Sarkar, J: By filing this application under Section 151 read with Section 396 of the Companies Act, 1994 (briefly, the  Companies Act), Creative Engineers Limited  (“the Company”) prays for condonation of delay in filing the Share Allotment Return of Creative Engineers Limited with the Registrar of Joint Stock Companies & Firms at Dhaka (hereinafter referred to as the “RJSC”).

2.           In the petition it is stated that the petitioner is a private company limited by shares which was duly incorporated on 04.10.1980 under the Companies Act, bearing incorporation No. C-8407/246 of 1980-1981 having its registered office at Amin Court (1st Floor), 31, Bir Uttam Shaheed Ashfaqus Samad Sarak Dhaka-1000. The company has been carrying on business of   manufacturing, sale and buying of electrical goods & accessories as well as their installation & repairs, as otherwise more specifically elaborated in the MOA (Annexure-‘B’). The authorized capital of the petitioner-company is Tk. 5,00,00,000/- (five crore) only divided into 5,00,000 (five lac) ordinary shares  of Tk. 100 (one hundred) each with power to increase and reduce the said capital and divide the shares in the capital for the time being into several classes and to attach thereto such preferential, qualified, deferred or special rights or privileges or conditions as may be determined by the General Meeting of the company. It has been stated, amongst others, that considering the profit of the company, which is reflected in “Auditor’s Report” on the accounts of the company, a notice dated 19.12.2017 was issued by the Managing Director of the company calling a Board Meeting of the company at its registered office to be held on 26.12.2017 for allotment of 4,00,000 (four lacs) bonus shares and accordingly a Board Meeting was held in time and in the said Board Meeting the company allotted 4,00,000 (four lacs) bonus shares of Taka 100/- each in favour of its all existing share holder-directors. Thereafter, the said resolution of allotting bonus shares was placed in the Annual General Meeting (AGM) of the company held on 31.12.2017 at the registered office of the company issuing notice dated 15.12.2017 and the said resolution of allotting bonus shares was passed unanimously in the AGM.

3.           It is stated that the Form of Share Allotment (Form-XV) for filing to the RJSC was duly filled in and the same was signed by the Managing Director of the company. But, before assigning any officer to file the same to the office of the RJSC, the Managing Director suddenly fell sick and was admitted to a local hospital for treatment and forgot the matter and, consequently, the same remained non-submitted.  In the first week of May, 2018, as one of the shareholders wanted to transfer some of his shares and came to know the latest position of shares, the Managing Director called for the record and found that the said Share Allotment Return had not been filed in the office of the RJSC and, that is how, the fact of non-assignment of any official to submit the Form XV in the office of the RJSC flashed back in the memory of the Managing Director. Thereafter, on 14.05.2018 he called a meeting of the Board of Directors and it was held on 20.05.2018. It was discussed in the said meeting that as per the advice furnished by the lawyer of the company, there has been a delay of 100 days and the Managing Director of the company may face penalty under Section 151 of the Companies Act, 1994 and, therefore, the company and its Managing Director should apply to the High Court Division for extending the time of filing the said Return of Allotment upon condoning the delay and, thereby, seek relief from the fine for non-compliance with the provisions of Section 151 of the Companies Act. Hence, this application.

4.           Mr. A.K.M. Fazlul Hoque, the learned Advocate appearing for the petitioner-company, submits that the delay in filing the Return of Allotment of Bonus Shares of the company is accidental and inadvertent as the Managing Director, who is responsible for ensuring filing of the said Return of Allotment to the RJSC, had to get admitted to the medical hospital for treatment and, eventually, he forgot to file it to the RJSC and  by the time he realized, the statutory period for filing it to the RJSC had elapsed. He contends that the petitioner-company was not aware of the statutory time-limit for filing the Return of Allotment of Bonus Shares of the company and, only after consulting a lawyer, the petitioner-company realized that a delay of 100 (one hundred) days occurred and, accordingly, it has taken steps for taking permission of this Court for extension of the period for filing the Share Allotment Return to the RJSC, by condoning the delay took place in the meantime for the purpose and for relieving the Managing Director of the company from the fine to be imposed for default. He informs this Court, in reply to a query, that no proceeding has been initiated by the office of the RJSC as of now and the petitioner-company has never defaulted to submit any Return to the RJSC within the stipulated time, not to speak of facing any penal proceeding. 

5.           The learned Advocate for the petitioner-company reads out the provision of Sections 151 & 396 of the companies Act and submits that in view of the fact that it is a statutory requirement to file the Return of Allotment of Shares to the RJSC and failure to file it within the prescribed time leads to serious consequence i.e. the company shall be slapped with huge penalties, hence, the petitioner-company prays for relieving the Managing Director of the company from the aforesaid consequence. He finally submits that since the failure to file the Return of Allotment of Shares to the RJSC occurred inadvertently and by the said omission no one will be prejudiced, this Court should allow the present petition for ends of justice; otherwise the shareholders of the company will suffer irreparable loss and injury.

6.           No affidavit has been filed on behalf of the respondent- RJSC.

7.           Since the present application is filed under Sections 151 & 396 of the Companies Act, it would be profitable to be acquainted with the aforesaid provisions of laws:

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 the Registrar the following documents, namely:-

(a)    a return of the allotments, stating the number and nominal amount of the shares comprised in the allotment, the name, address, nationality and other descriptions of the allottees and the amount, if any, paid or due and payable on each share, and

(b)   in the case of shares allotted as fully or partly paid up otherwise than in cash, the copies of the following agreements duly stamped and verified in the prescribed manner namely:-

(i)     vendor’s agreement, that is the agreement which constitutes the title of the allotee to the allotment; and

(ii)   (ii) the contract of sale or service or other consideration in respect of which the allotment was made;

(c)    the number and nominal value of the allotted shares referred to in clause (b); and

(d)   the deed of sale of any immovable property, if the consideration for allotment of shares referred to in Clause (b) is sought to be paid by the allottee by way of transfer of such property.

(2)    Where a contract mentioned in sub-Section (1) is not reduced to writing, the company shall, within one month after the allotment, file with the Registrar the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and these particulars shall be deemed to be an instrument within the meaning of the Stamp Act, 1899 (II of 1899) and the Registrar may, as a condition of filing the particulars, require that the stamp duty payable thereon be adjudicated under Section 31 of that Act.

(3)    If the Registrar is satisfied that in the circumstances of any particular case the period of sixty days specified in sub-Section (1) and (2) for compliance with the requirements of this Section is inadequate, he may, on an application made by the company before expiry of the sixty days, extend that period as he thinks fit, and if he does so, the provisions of sub-Section  (1) and (2) shall have effect in that particular case as if for the extended period allowed by Registrar specified in those sub-Section.

(4)    If a company defaults in complying with the requirements of this Section, every officer of the company who is knowingly a party to the default shall be liable to a fine not exceeding one thousand Taka for every day during which the default continues:

Provided that, in case of default in filing with the Registrar within the time specified in sub-Sections (1) and (2)  any document required to be filed by this Section, the company or any person liable for the default may apply to the Court for relief, and the Court, if satisfied that the commission to file the document was accidental or due to inadvertence or that on other grounds it is just and equitable to grant relief, may make an order extending the time for the filing of the document for such a period as the Court ma think proper. (underlined by me)

8.           From a plain reading of Section 151 of the Companies Act, it is vividly clear that Shares Allotment Return must be filed with the RJSC within sixty days from the date of allotment of the shares. However, the Registrar of the Joint Stock Companies & Firms has been empowered to extend the aforesaid period of sixty days, if the company files an application before expiry of the sixty days. If the company fails to file the Shares Allotment Return within the prescribed time, then, the company’s responsible person/s will be penalized with a fine of Taka one thousand for every day during which the default continues.

9.           It is the Proviso to Section 151 of the Companies Act which empowers this Court to extend the time for filing the document subject to its satisfaction that the omission was accidental or inadvertent or this Court is satisfied that the application should be allowed on just and equitable grounds. It is important to note here that the Proviso to Section 151 of the Companies Act simply empowers this Court to extend the time-limit for filing the Shares Allotment Return (Form XV), but it does not contain any provision empowering this Court to deal with the ‘fine for default’, a situation which inevitably arises under sub-Section (4) of Section 151 of the Companies Act due to failure of filing the document within the prescribed time.

10.       To this end, we may look at the provisions of Section 396 of the Companies Act to see whether it deals with the ‘fine for default-situation’. Section 396 of the Companies Act runs as follows:

396.     Power  of Court to grant relief in certain cases-(1) If in any proceeding for negligence, default, breach of duty or breach of trust against a person specified in sub-Section (3), it appears to the Court hearing the case that the person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that Court may relieve him, either wholly or partly, from his liability on such terms as the Court may think fit.

(2) Where any person specified in sub-Section (3) has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the Court for relief, and the Court on any such application shall have the same power to relieve him under this sub-Section if it would have under sub-Section (1).

(3) The persons to whom this Section applies are the following:-

(a)    directors of a company;

(b)   managers and managing agents of  a company;

(c)    officers of a company;

(d)   persons employed by a company as auditors, whether they are or are not officers of the company.

(underlined by me)

11.       From a minute reading of sub-Sections (1) & (2) of Section 396 of the Companies Act, it appears to me that sub-Section (1) deals with the situation when a proceeding for imposing fine or penalty or punishment has already been started by the competent Magistrate who has been invested with the power to relieve the delinquent director and/or manger and/or  managing agent and/or officer of a company and/or auditors from his/her liability if the Magistrate is satisfied that despite having acted honestly and reasonably the default/ negligence/ breach of duty/breach of trust occurred, and sub-Section (2) provides that this Court may relieve the above delinquents on the same satisfaction when they are apprehending that a proceeding for fine/penalty/punishment may be initiated at any time.

12.       So, in this case, since no proceeding has been started till now, this Court is quiet competent to consider the petitioner’s prayer for relieving the company’s responsible person from the fine (Taka one thousand for every day of 100 day’s delay) for default in complying with the provisions of Section 151(1) of the Companies Act in tandem with adjudicating upon the prayer for extension of time for filing the Shares Allotment Return.

13.       From a concurrent reading of Sections 151 & 396 of the Companies Act, all that I understand is that when a company defaults in filing Shares Allotment Return within the prescribed time and any proceeding for default is yet to be initiated by the RJSC, the company and its responsible persons are required to invoke the jurisdiction of this Court under Section 151 read with Section 396 of the Companies Act for relieving the responsible director/s and/or official/s from the fine alongside seeking extension of time for filing the Form XV.

14.       Now, let me see the nature of role and power of this Court in dealing with this kind of application; would this Court simply act as “rubber-stamp” by extending the time for filing the document and relieving the delinquents from the fine upon receiving the application, or does it possess the necessary power to reject the application, if not satisfied with the grounds taken by the petitioner for filing an application under Sections 151 and 396.

15.       From a minute reading of Sections 151 & 396 of the Companies Act, it appears to me that for extending time for filing of the document, while Proviso to Section 151 of the Companies Act imposes a condition upon this Court to “be satisfied” that the omission to file the document was accidental/inadvertent or there is “just and equitable” ground for allowing the application, Section 396 of the Companies Act, however, burdens this Court with a duty to find out whether the responsible person of the company failed to comply with the provisions of Section 151 (1) of Companies Act, despite having acted honestly and reasonably.        

16.       For this Court, while it may not be a difficult job to get satisfaction from the statements made in the petitioner’s application as to whether the failure to file the documents was accidental or due to inadvertence, however, the task of getting satisfaction on the “just and equitable ground” is apparently a bit complicated inasmuch as there is no yardstick or legal criterion in place for gathering such satisfaction by the Court. On the other hand, for giving relief under Section 396 relieving the accused person from fine, carrying out inquiry by this Court as to whether the accused person “acted honestly and reasonably” is also not a easy business for this Court given that since it has not been possible for the Legislature to provide particular set of facts or circumstances based on which it can be said that the accused person acted honestly or reasonably, therefore, this Court also can not set out any guideline for determining “the honest and reasonable action” of the accused person.

17.       Nonetheless, from the maxim of equity “He who comes into equity must come with clean hands”, it has by now become a well-settled principle of our jurisdiction that if an applicant comes to the Court with clean hands, he deserves mercy of, and remedy from, the Court. For example, when a company who for the first time has defaulted in complying with the provisions of Section 151 (1) of the Companies Act either because of ignorance of law as to the company’s legal obligation of filing Shares Allotment Return to the RJSC within sixty days or the company was aware of its legal obligation, but due to some bonafide mistake the document was not filed within the prescribed time, the company may claim that it has come before this Court with clean hands. In ascertaining as to whether the company’s concerned responsible person ‘acted honestly and reasonably,’ the Court may inquire into the past history of the said accused person/s in dealing with such matter on top of taking into consideration the knowledge, experience and financial condition of the accused person. Upon examining the statements made in the petition if the Court is of the view that the company has the past record of non-compliance of the provisions of the Companies Act or the delay in filing the Return of the Allotment of Shares is aimed at gaining unlawful advantage from share-holders or debtors or contributors, in that case, the Court may decline to relieve the delinquents person/s of the company from the fine incurred for every day during which period the default continued.

18.       Thus, in a matter under Section 151 read with Section 396 of the Companies Act, the first issue requires to be adjudicated upon by this Court is whether the petitioner-company has been able to make out a case to “satisfy” this Court that the failure to file the document within the statutory period of sixty days was not deliberate and the petitioner-company is not a habitual defaulter in filing any such document with the RJSC and, in order to satisfy this Court, the petitioner must make a full disclosure about such omission, including any delay which had happened in the past in filing any type of ‘Return’ together with producing a letter from the RJSC stating as to whether the petitioner is a first-time defaulter or a habitual defaulter. In laying down this ratio, I am heavily relying on the observations made by his Lordship Justice H. Rahman in the case of Elahee  Baksh & Co. Ltd 10 DLR 179 (Para-12). In other words, the first issue to be considered by this Court in a matter under Section 151 read with Section 396 of the Companies Act is whether the petitioner approached this Court bonafide without having any ulterior motive, as was held in the case of Anwar Jute Baling Limited 21 DLR 412.  The second issue to be considered is whether any one would be prejudiced if the time is not extended to file the document and, finally, whether the facts and circumstances suggest to extend time for filing the documents by relieving the delinquents from the fine on just and equitable grounds, if the proceeding for slapping fine has not been already started by the office of the RJSC. If the proceeding for penalizing the company’s delinquent has already been commenced and it is pending before the competent Magistrate, in that scenario, this  Court, after adjudicating upon the issue of extension of time for filing the document, may inform the concerned Magistrate Court that it shall be at liberty to proceed with the proceeding of fine. The above principle has been laid down in the case of Gilt Edge Safety Glass Ltd, LR 1940 (1) Chancery Division 495.

19.       Let me see whether the petitioner’s facts and circumstances of this case pass the above thresholds towards being remedied by this Court. 

20.       Upon admission of the matter on 11th June, 2018, the usual notices were published in two daily national newspapers, namely, “The Bangladesh Protidin” and “The Daily New Age” on 25.06.2018 and an affidavit-in-compliance was duly filed on 01.07.2018, as evident from annexures, F-2 and F-3 to the said affidavit-in-compliance. It further transpires from the administrative file that the postal notices were also served upon the RJSC and, thereafter, the matter appeared in the daily cause list for hearing. Despite publication of the presentation of this application and serving of postal notices, as noted above, no one from the office of the RJSC appears to oppose the instant application which indicates that the RJSC does not have any adverse record about the petitioner-company to show to this Court that the petitioner-company is a habitual defaulter in filing the Statutory Report/Form.

21.       Upon hearing the learned Advocate for the petitioner-company, perusing the petition along with the documentary evidence annexed therewith and also reading the relevant provisions of law, it appears to this Court that the reasons stated for the cause of delay in the application for extension of time for filing Return of Shares Allotment with the RJSC are satisfactory, as there is no willful laches on the part of the petitioner-company and, secondly, the RJSC has not come up with any affidavit to allege that the petitioner is a habitual defaulter in complying with the provisions of the Companies Act and, finally, since the bonus shares have been allotted to all the present share-holders, it suggests that no cunning device has been applied in allotting the bonus shares and, as such, there is no malafides behind the delay in filing the Shares Allotment Return. This Court, thus, finds that the delay has been caused due to the bonafide mistake of the petitioner-company. Thus, if the petition is not allowed, the Managing Director of the petitioner-company shall suffer serious loss inasmuch as he shall be subjected to huge penalty for not filing the said Return of Shares Allotment to the RJSC within time.

22.       Considering the interest of the shareholders of the company as well as the fact that the omission to file the Form XV within sixty days was a bonafide mistake, this Court is inclined to condone the entire period of delay that has occurred in filing the Return of Shares Allotment with the respondent No. 1, RJSC and extend the time for filing the Return of Shares Allotment with the RJSC. Further, since no proceeding for slapping fine upon the concerned responsible person of the company has been started, as has been confirmed by the learned Advocate for the petitioner, and in view of my finding that there is no past record of non-compliance of any provisions of the Company law, the Managing Director of the company, who himself has admitted his fault as to non-submission of the Shares Allotment Return, may be relieved from the fine that has incurred for 100 (hundred) days.

23.       In the result the petition is allowed, but there will be no order as to costs.

24.       Accordingly, the entire period of delay that has occurred in filing the Return of Allotment of Share in respect of 4,00,000 (four lac) Bonus shares (value Tk. 100/- each share) is hereby condoned and the time to file the Return of Allotment in respect of these 4,00,000 (four lac) bonus shares, is hereby extended till 13.11.2018 and the Managing Director of the company or any other person of the company who were liable to pay fine of Taka 1000 (one thousand) for each  day’s delay are relieved/exonerated from paying the said fine.

25.       The Registrar of Joint Stock Companies and Firms shall do the needful accordingly.

26.       The petitioner company is directed to approach the RJSC within 15 days from the date of drawing up of this Order.

27.       This order will be effective subject to compliance with the direction given hereinbelow.

28.       The petitioner-company will donate Taka 1,00,000/- (One Lac) only to Fulchari Haji Satter Trust, Upazila Road, Kalirbazar, Fulchari, Gaibandha by depositing in the following Bank Account; Fulchari Haji Satter Trust, Bank Account No. 1021012799, Janata Bank, Kalirbazar Branch (Code No. 0959), Fulchari, Gaibandha, (contact numbers of Branch - 01716023277, 0542256109, e-Mail: jb0959@janatabank-bd.com). On furnishing payment receipt/receipt (which may be in any of the following forms, namely, ‘Deposit-Slip’ if the money is deposited in cash in the above Bank Account or “Pay Order” or “Account-Payee Check”), the order may be drawn up, if so prayed for.

Ed.