Discuss the qualification and disqualification of a director of a company. How directors are appointed?

Qualification of Directors:

Articles of Association of a Company usually fix the minimum number of shares which every Director must subscribe in order to become a Director. The minimum number which is determined by the Articles is known as qualification number of shares as contained in Section 97(1) of CA 1994. Every Director shall hold that minimum qualification shares within 60 days or within the lime as may be specified in the Articles whichever is earlier.

As per Section 97(2), if after the expiration of the period mentioned in sub-section (1) any such unqualified person acts as a Director of the Company he shall be liable to pay fine not exceeding Tk.200 per day for the period of holding as an unqualified Director under this section.

As per section 92 every person shall not act as a Director unless he has -

1. signed and filed with the Registrar to consent in writing to act as such Director and;
2.signed the Memorandum for a number of shares not less than his qualification shares, or taken from the Company and paid or agreed to pay for his qualification shares.

Disqualification of Directors:

Following persons shall not be eligible for appointment as director: (Sec-94j:

1.  An unsound mind, declared by a competent court;
2. An insolvent or an un-discharged insolvent;
3. A person applied to be adjudicated as an insolvent and his application is pending;
4. Any person fails to pay his shares money after it is called up and 180 days have elapsed from the last day fixed by the call;
5. A minor;
6. Any other person/persons as may be prescribed in the article.

As per Section 91 of CA 1994 directors are appointed as follows:

1. Subscriber of Memorandum shall be treated as the first Directors;
2. Generally Directors are appointed at the AGM by the shareholders among themselves;
3. One-third of Directors shall retire by rotation in each year;
 Existing Director may appoint a person as Directors to fill up any casual vacancy.

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How and in which meeting a special Resolution of a Company is passed?

Special resolution:

This is passed in a General Meeting by the three-fourth majority of the members present in person or by proxy where proxy is allowed. Notice for which 21 days specifying the-intention to propose the resolution is to be given before the date of the meeting. Special resolutions are necessary for the following purposes:
 

i. To change the name of the Company;
ii. To alter the Memorandum of Association;
iii. To alter the Articles of Association;
iv. To reduce the share capital;
v. To convert any portion of the capital, uncalled in to reserve capital;
vi. To appoint inspectors to investigate the company's own affairs;
vii. For winding-up of a Company voluntarily.
viii. To pay interest out of capital for raising money to meet expenses of construction work;
ix. To convert public limited company to private limited company.

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State the procedures of calling Annual General Meeting and Extraordinary General Meeting of a Company State what businesses are transacted in Annual General Meeting.

Annual General Meeting

 
As per section 81(1) of the Companies Act 1994 every Company shall hold one Annual General Meeting (AGM) of the Company in every Gregorian calendar year. But the period from one AGM to next AGM shall not exceed 15 months. Every company shall hold its first AGM after incorporation within 18 months from the date of incorporation. But as per SEC regulations the AGM is to be held within 6 months from the end of its Accounting year.

For calling AGM notice to the shareholders is to be given at least 14 days before the AGM, mentioning the date, time, agenda and venue of the meeting therein. The annual report of the company is to be accompanied.

Extra ordinary general meeting:

As per Section-84, the above meeting can be called on requisition from holders of 1/10lh members or 1/10 holders of paid-up capital. If the Directors do not cause a meeting to be called within twenty-one days from the date of the requisition being so deposited, the requisionist or a majority of them in value may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date from the deposit of the requisition. Notice for holing the meeting is to be given at least 21 days before the date of the meeting. The Agenda of the meeting is to be mentioned in the notice.

Following businesses are generally transacted in the AGM
 

1. Adoption of annual financial statements and auditors' report thereon;
2. Declaration of Dividend;
3. Appointment of Auditors and fix their remuneration; ,
4. Appointment of Director(s) after requirements thereof:
5. Any other matter with the permission of chair.

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Your client is a listed company in both Dhaka and Chittagong Stock Exchanges. Board of Directors of your client company decided to merge with another company. You are asked to advise your client on the legal steps to follow in line with the regulatory requirements of relevant corporate and regulatory authorities of Bangladesh.

Regulations relating to compromise for amalgamation/ Merger of Companies

A Company if it is authorized by its Articles may decide to merge with other Company by passing a special resolution having permission from the Court. Where a compromise or arrangement is proposed between two Companies the process of such compromise or arrangement is to be conducted in a manner as the Court directs.

As per section 228(2) if a majority in number representing three-fourths in value of creditors or of members as the case may be, present either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall if sanctioned by the court be binding on all the creditors, members and the company.

As per section 228(4) a certified copy of the order of the Court is to be filed with Registrar. Where an application is placed before the Court for the sanctioning of a compromise arrangement purpose between the companies in connection with a scheme for reconstruction of any company or companies for the amalgamation of any two or more companies, and that under the scheme the whole or any part of under taking and the property of the company concerned in the scheme (transferor company) is to be transferred to another company (transferee company). In this regard the court may order that:

a) the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;

b) the allotting or apportioning by the transferee company of any shares, debentures, policies, or other like interests in that company to or for any person;

c) the continuation by or against the transferee company of any legal proceeding pending by or against any transferor company ;

d) the dissolution, without winding up, of any transferor company;

e) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out.

A scheme or contract involves the transfer of shares or any class of shares in a company (Transferor Company) to another company (Transferee Company). Within 120 days after making of the offer on that behalf by the transferee company, the offers is to be approved by the holders of not less than 3/4th in value of the shared affected.

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One of your prospective clients from USA is contemplating to start their business in Bangladesh. The client requests your opinion over the legal position of opening their business in the form of Liaison Office, Branch Office and forming a subsidiary in terms of: (i) legal steps; (ii) taxation and (iii) remittances and employment.

Regulations relating to legal steps, taxation, remittances and employment of a Foreign Company:

As per section 378(a) of the Companies Act (CA) 1994, any Company incorporated outside Bangladesh which, establish a place of business within Bangladesh shall be treated as a Foreign Company. 

The following regulations are related to Foreign Companies:

Legal Steps as required by the CA 1994: Registration of foreign Companies:

As contained in Section- 379 a Foreign Company can be registered in Bangladesh. The Foreign Companies, which after the commencement of this Act establish a place of business within Bangladesh shall, within one month of the establishment of the place of business, deliver the following documents to the Registrar for registration.

1. A certified copy of the charter or statutes or memorandum and articles of the Company or other instrument constituting or defining the constitution of the Company; and if the instrument is not written in Bengali or English languages a certified Bengali or English translation thereof;

2. The full address of the registered or principal office of the Company;

3. A list of the Directors and Secretary if any, of the Company;

4. The name and address or the names and addresses of one or more persons resident in Bangladesh, authorized to accept on behalf of the Company service of process and any notice or other document required to be served on the company;

5. The full address of the office of the Company in Bangladesh, which is to be deemed to be its principal place of business in Bangladesh.

Accounts of Foreign Companies

Every Foreign Company shall, in every calendar year make out a Balance Sheet, Profit and Loss Account, Group Account (if it is a holding company) and such other documents and information as required by the Act and deliver 3 copies of the same to the Registrar (section-380).

Obligation to state name, etc. of Foreign Company

Every foreign company shall,

a) in every prospectus inviting subscription in Bangladesh for its shares or debenture, state the country in which the company is incorporated;

b) exhibit on the outside of every office or place where it carries on business, the name of the company and the country of incorporation in legible English or Bengali Character;

c) Disclose the name of the company, country of incorporation in English and Bengali in all bills, letter head, notices and other official publications (section 381).

As per section 388 the company shall submit a certified copy of the prospectus to the Registrar if the
company wants to issue prospectus offering to the public for subscription of shares/debentures.

Other related regulations

The Company shall be registered with the Board of Investments (BOI) as a foreign company or a joint venture company by paying prescribed fees to Government.

Clearance from the Office of the Environment

A clearance letter from the office of the Environment is to be obtained by paying adequate fees along with complying with other formalities to the Government.

Obtaining a trade license

A trade license is also to be obtained by paying prescribed fees from the City Corporation or Union
Porishad concerned as the case may be to run its business in any City corporation, Pouroshabha or
Union Parishad area.

TIN Number

The Company would require TIN number from the Income Tax Office concerned as per IT Ordinance
1984 & recurrent finance bill.

VAT registration
 

The Company will be registered with the Divisional Officer, VAT and collect a certificate of VAT registration, i.e., 'VAT-8' as per VAT Act 1991.

Taxation of Foreign Companies

Income Tax:
The Foreign Company may get special Tax benefit if it is located in Export Processing Zone (EPZ). In this case, the Company will get lax exemption period for 10 years. No Income Tax will be deducted at source from the income of the Company as well as from the import value of the Company. In case the company is an export oriented one it will pay no Duties, Tax, VAT, etc. on import of raw materials. After the Tax holiday period the Company will also enjoy 50% Income tax relief on its export earnings.

VAT:
The VAT rate for export of items of any company is Zero. But if the company sells its products locally it will pay VAT as per VAT Act 1991 and amendments thereto.

Remittance and Employment

After registration of the Company by the Registrar, it will take permission from the Bangladesh Bank through the Board of Investment for remittance from the overseas by way of loan, equity, etc. and for remittance from Bangladesh for payment of dividend, interest etc. For recruitment of any foreigners in the company, the company will take work permit of the employees from the Board of Investment. For Bangladeshi employees no such permission is required to work in foreign companies.

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Who can authenticate the proceeding or a document of a company? Is the authentication of document needed under company seal?

A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorized officer of the company, and need not be under its common seal.

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Are Balance Sheet and Profit & Loss A/C required to be filed with registrar - (1) If there is no AGM held? When? (2) If the shareholders do not adopt the Balance Sheet laid before the AGM? Explain why?

Where the annual general meeting of a company for any year has not been held, there shall be filed with the Registrar within thirty days from the last day on which that meeting should have been held.

If the shareholders do not adopt the Balance Sheet laid before the AGM, a statement of that fact and of the reasons therefore shall be annexed to the balance-sheet and to the copies thereof required to be file with the Registrar.

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How many copies of Balance Sheet and Profit & Loss A/C and within how many days from the date of AGM are to be filed with the registrar? Who can sign these? What are the consequences of default?

As per section 190 of the Companies Act, three copies of the balance-sheet and the profit and loss account or the income and expenditure account shall be filed with the Registrar, within thirty days after Annual General Meeting.

The balance-sheet and the profit and loss account or the income and expenditure account signed by the managing director, managing agent, a manger or secretary of the company or if there be none of these, by a director of the company.

If a company makes default in complying with the requirements of this section, it shall be liable to a fine not exceeding one hundred taka for every day during which the default continues, and every office of the company who knowingly and willfully authorizes or permits the default shall be liable to the like penalty.

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What are the conditions that a contingent or prospective creditor has to fulfill for hearing of his petition for winding up before the court?

The Court shall not give a hearing to a petition for winding up of a company by a contingent orprospective creditors until such security for costs has been given as the Court thinks reasonable and until a prima facie case for winding up has been established to the satisfaction of the Court.

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Can a contributory present a petition for winding up of a company? When?

A contributory shall not be entitled to present a petition for winding up a company, unless –

(i) either the number of members is reduced in the case of a private company, below two, or, in the case of any other company, below seven; or

(ii) the shares in respect of which he is a contributory or some of them either were originally allotted to him or have been held by him, and registered in his name for at least six months during the eighteen months before the commencement of the winding up, or have devolved on shim through the death of a former holder;

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State the circumstances in which a company may be wound up by the court.

As per section 241, a Company shall be wound up if the Company:

i. Passed a special resolution for winding up of the company by court.

ii. Fails to furnish statutory report or fails to hold statutory meeting.

iii. Suspend its business operation for one year or fails to commence business within one year of its
incorporation.

iv. Members reduced to less than 2 or 7 for Private & Public Limited Company respectively.

v. Unable to pay its debt.

vi. Court is satisfied that it is just and equitable to wind-up the Company.

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State the modes of winding up of a company as per Company Act, 1994

According to section 234, the winding up of a company, may be done in any one of the following three ways:
1. Compulsory winding up by the Court
2. Voluntary winding up b), the members or by creditors
3. Voluntary winding up under the supervision of the court.

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Statutory Meeting is a must within a specified time for a new company. State the specified time. What matters can be transacted in such meeting?

Every public company limited by shares and every company limited by guarantee and having a share capital, must within a period of not less than one month and not more than six months from the date at which the company is entitled to commence business, hold a general meeting of members which is to be called, the Statutory Meeting. In this meeting the members are discuss a report by directors, known as the Statutory Report, which contains particulars relating to the formation of the Company.

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What is the effect of an "ultra vires" transaction as far as the company and its directors are concerned?

Effect of an ultra vires transaction:

 
The company and its Director's shall do all activities within the power of Memorandum and Article of Association any transaction beyond the power is "ultra vires" and the transaction will not bind the Company, effect of an ultra vires transaction relating to the Memorandum and Article of Association are as follows:

1. Transaction beyond the memorandum.
2. Transaction beyond the article of association.
 

Transaction beyond the memorandum:

The transaction is ultra vires and void. It will not bind the Company and the Directors will be personally liable. 

Transaction beyond the Articles:

The transaction is also ultra vires and Directors are personally liable, but if the transaction is incidental or non-sequential then the transaction will be valid and binding on the Company.

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Who are authorized to make an application to the court for the winding up of a company? Tabulate the difference between the winding up of a company and the dissolution of a partnership. How does the winding up affect the position of servants and the Directors of the company?

Application to the Court for winding-up:

According to Section 239, the winding-up of a Company may be done in any one of the following three ways:

1. Compulsory winding up by court;
2. Voluntary winding up by the members or by creditors;
3. Voluntary winding up under the supervision of the court.

In above all cases winding up may be made by the application of:

i. Any member of the Company with the special resolution;
ii. Any member of the Company with the Extra-ordinary resolution;
iii. The regulatory authority in case of default in filing the statutory meeting, report, etc.
iv. Any creditors/members if the Company is unable to pay its debts.

Winding up and dissolution or a partnership firm

Winding up affecting the position of officers As per Section - 252(3), a winding-up order by the court executed as a dismissal or discharge of the servant of the Company. Such discharge relieves the servant from all obligations under his contract of service. The power of the directors is also usually cease on the winding-up of a Company.

a) Misfeasance: Under section 331, if any promoter, director, liquidator or officer of the Company has misapplied or retained money or property of the Company or has been guilty of misfeasance or breach of trust, the court may, on the application of the liquidator or of any creditor or contributory, examine into his conduct and order him to repay or restore money or property or to pay compensation.

b) Criminal Liability: Section-332 provides punishment for falsification, or fraudulent secretion of any of the books, papers of securities of the Company which is being wound-up.

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What is a prospectus? Do all the companies issue it? What could be an alternative to prospectus? Write a few lines about it.

Prospectus:

 
A prospectus is an invitation to the public to purchase shares or debenture of a company. In other words a prospectus may be defined as any document that includes any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any share or debentures of a body corporate.

No, all the companies do not issue a prospectus. Only the Public Limited Companies having permission from the Securities and Exchange Commission may issue a prospectus.

Alternative to a prospectus:

 
As per Section-141 a Public Limited Company having a share capital and not issuing prospectus must at least 31 days before the first allotment of shares or debentures, file with the Registrar for registration a statement in lieu of prospectus. The statement must be in the form prescribed in schedule - IV of the Companies Act-1994. Every private limited company which is converted to a public limited company shall also a statement in lieu of Prospectus as per Schedule-V.

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What contracts are required to be made under the Seal of a company?

Use of common seal: 

 
The common seal of the company shall not be affixed to any instrument except by the authority of resolution of the Board of Directors, and in the presence of at least two Directors and of the secretary or such other person as the directors may appoint for the purpose, and those two directors and secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in the their presence.

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Describe the legal positions of pre-incorporation contracts. What are the exceptions to those contracts?

Pr-incorporation contract: 

 
A company cannot be bound by a contract which was made on its behalf by any person and excluding a promoter before the company itself had been formed. The company cannot ratify any pre-incorporation contract and the promoters will be personally liable.

In these circumstances, the simplest and safest course for promoter is to bring the negotiation to the point of agreement but to postpone any binding contract until the company is formed and can enter into the contract for itself. In this regard a fresh contract can be accorded by the company after the incorporation.

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Discuss the provisions of section 150 of the Act about the Restriction on Commencement of Business.

Certificate of commencement of business: (Section 150)

A company (Public Limited) shall not commence any business or exercise any borrowing powers unless:

a) Shares held subject to the payment of whole amount thereof in cash have been allotted to an
amount not less than the minimum subscription;

b) Every Director of the company paid in cash each of the share held;

c) A certificate of compliance by the Company Secretary or a Director that above formalities have
been complied;

d) A statement in lieu of prospectus has been submitted where no prospectus is issued for invitation to subscribe the share to the public.

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Describe the provisions of the section 211 of the Companies Act concerning appointment and termination of auditors.

Special notice shall be required for a resolution at an annual general meeting appointing as auditor a person other than a retiring auditor, or providing expressly that a retiring auditor shall not be reappointed.

On receipt of such notice the company shall forthwith send a copy thereof to the retiring auditor.

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What is the tenure of an auditor duly approved in an AGM of a limited company?

Every company shall appoint an auditor or auditors to hold office from the conclusion of annual general meeting until the next annual general meeting and shall within seven days of the appointment, give intimation thereof to every auditor so appointed.

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What do you understand by the pre-emptive rights of shareholders in respect of further issue of shares?

Where the directors decided to increase the subscribed capital of the company by issue of further shares within the limit of the authorized capital, such further shares shall be offered to the members in
proportion, to the capital paid up on the existing share held by such member, irrespective of class, at the date of the offer. This is the per-emptive rights of shareholders to get such offer.

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What are the pre-conditions of reduction of share capital of a Company?

Reduction of share capital:

As contained in section 59 of the companies Act 1994, any company limited by share if it is authorized by its articles, by passing a special resolution, having approval from the Court can reduce the share capital as follows:

1. By reducing or extinguishing the liability on any shares not paid-up;

2.Cancel any paid-up share capital which is lost or not represented on the assets;
3.  Repay the capital, which is in excess of the wants of the company;
4. Reduce the share capital and shares as required by alteration of memorandum.

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Discuss the provisions of the Companies Act, 1994 as to the issue of shares at a discount

Following rules relates to the issuance of shares at a Discount:

1.It should be an existing company which has issued share earlier;
2.Court permission must be taken and to be confirmed at Annual General Meeting;
3.Maximum rate would be 107, which is to be confirmed at Annual General Meeting;
4.The Company shall not issue share at a discount within one year from the date of commencement of business;
5.The shares to be issued within 6 months from the date of the approval of the Court to issue share at a discount.

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Under what circumstances may a company limited by shares write off preliminary expenses?

The writing off of preliminary expenses is the discretion of the company. The company may amortize the preliminary expenses over several according periods as may be determined in the Article of association or as per the decision of the Board of Directors meeting.

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Under what circumstances may a company limited by shares pay interest out of capital.

Power of company to pay interest out of capital

Power of company to pay interest out of capital in certain cases where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or building or the provision of any plant which cannot be made profitable for a lengthened period, the company may pay interest on so much of that share capital as is for the time being paid up for the period and subject to the conditions and restrictions in this and may charge the same to capital as part of the cost of construction of the work or building or the provision of plant.

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Distinguish between member's voluntary winding up and creditor's voluntary winding up.

Members' voluntary winding up: When the company is solvent and is able to pay its debts in full, in which case it is not necessary to consult the creditors or call their meeting, then the company in general meeting must appoint one or more liquidators for winding up the affairs of the company and fix his or other remuneration. On such appointment, all the powers of the directors of the company come to an end except in so far as the company in general meeting, or the liquidator, sanctions the continuance thereof (Section 292).

Creditors' voluntary winding up: In the case of the creditors' voluntary winding up, the company is obliged to convene a meeting of the creditors on the day on which the meeting for passing the resolution for winding up is to be held. The company must send the notices of such meeting to the creditors simultaneously with the notice of the company's meeting. The duty of the creditors of the company is to cause a full statement of the position of the company's affairs, together with a list of the creditors of the company and the estimated amount of their claims, to be laid before the creditors' meeting to be held as aforesaid. They must also appoint one of their members to preside at the meeting. At the same meeting, the creditors and the company may respectively nominate a person to be a liquidator or the purpose of the winding up. lf they each nominate a different person, the one nominated by the creditors shall be the liquidator unless, on an application of any director, member or creditor of the company made within seven days after the date of the nomination by the creditors, the Court orders that the person nominated by the company shall be the liquidator instead of or jointly with the one nominated by the creditors (Section - 299).

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What is meant by the term "ultra Vires"?

Meaning of the term "ultra Vires":

Any transaction, activity or business done by the Company beyond the power of the Memorandum and Articles of Association is "ultra vires" i.e. void. The Company cannot do anything outside the memorandum of association.

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What are the effects of irregular allotment of shares?

(1) An allotment made by a company to an applicant shall be voidable at the instance of the applicant within one month after the holding of the statutory meeting of the company and not later or, in any case where the company is not required to hold a statutory meeting or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment and not later, and shall be so voidable notwithstanding that the company is in the course of being wound up.

(2) If any director of a company knowingly contravenes or permits or authorizes with respect to allotment, he shall be liable to compensate the company and the allottee for any loss, damages or costs which the company or the allottee may have sustained or incurred thereby:

Provided that Proceedings to recover any such loss, damages or costs shall not be commenced after the expiration of two years from the date of the allotment.

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What is the effect of carrying on business by a Company with less than the legal minimum number of members?

If at any time the number of members of a company is reduced, in the case of a private company, below two or, in the case of any other company, below seven and it carries on business for more than six months, while the number is so reduced every person who is a member of the company during the time that it so carries or business during that periods and is cognizant of the fact that it is carrying on
business with fewer than two members or seven members, as the case may be, shall be individually liable for the payment of the whole debts of the company contracted during that time and may be used for the same without joinder in the suit of any other member.

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What is the purpose of stating the "object clause" of a company in its memorandum? Can it be altered? How?

Objective Clause:

 
Objective clause is one of the important elements of Memorandum of Association. The main objects of the company are disclosed clearly in the objective clause. The Companies Act 1994 requires disclosing the main ' objectives relating to form a company under his Act. The main objects and objects incidental are identified in the objective clause to enable the members of the company, its creditors and the public to know the range of activities of the company. Without stating objective clause no company can be registered under this Act.

A company can change the objective clause under the following circumstances (Section 12):

1. To carry on its business more economically and efficiently;
2. To attain its business operation by new and improved way;
3. To enlarge the area of operation;
4. To carry on some operation which will be more advantageous for the interest of the company;
5. To restrict, abandon any of its objects; and
6. To amalgamate with any other company or body.

Objective clause can be changed by passing a special resolution and having permission of the court.

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Distinguish between a Private Ltd. Company and a Public Ltd. Company

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Discuss about the remedies available to a debenture holder when his/her debentures are in jeopardy

If the company fails to pay interest or principal on the due date or fails to comply with any of the terms and conditions under which the debenture was issued, the debenture holder can adopt any of the following remedial measures:

1. He may file a suit for the recovery of money by sale of the assets which were charged for the payment of the money.

2. He may file an application for the appointment of a receiver by the court.

3. He may himself appoint a receiver if the terms of the debenture entitled him to do so.

4. The trustees may sell the properties charged, if such a Power is given to them under the terms of the debenture.

5. He may apply to the court for the foreclosure of the company's right to redeem the properties charged for the Payment of the money.

6. He may present Petition for the winding up of the company.

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What are the liabilities of contributories as present and past members in case of winding-up of a company

Section 235 of Companies Act states that

 
1. In the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, with the qualifications following, that is to say:-

i. A past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up;

ii. A past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member;

iii. A past member shall not be liable to contribute unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act;

iv. In the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect to which he is liable as a present or past member;

v. In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up;

vi. Nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted or whereby the funds of the company are alone made liable in respect of the policy or contract;

vii. A sum due to any member of a company in his character of a member, by way of dividends, profits or otherwise, shall not be deemed to be a debt of the company payable to that member in a case of competition between himself and any other creditor who is not a member of the company.

2. In the winding up of a company limited by guarantee which has a share capital, every member thereof shall be liable to pay the following amounts namely:

(a) The amount undertaken to be contributed by him to the assets of the company in the event of its being wound up; and

(b) An amount to the extent of any sums unpaid on any shares held by him.

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What remedies are available to an applicant who has been induced to buy shares of a company by a material mis-representation of facts in a prospectus?

Remedies available to the shareholders for untrue statement in the prospectus:

In case of untrue and misleading information furnished in the prospectus its promoters and directors will be held liable. The shareholders may claim to refund the value of shares allotted and the Shareholders may claim demurrage for any losses incurred for such misstatement furnished in the prospectus. But they cannot retain the Ave and claim the demurrage simultaneously.

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State the provisions of the Companies Act, 1994 as to appointment, terms and remuneration of Managing Directors

The managing director is a director who is “entrusted with any substantial power of Management”
 

The appointment of managing director:

The appointment of a managing director or of a whole time director can be made by any of the methods:

1. An agreement with the company
2. A clause in a memorandum or articles of the company
3. A resolution passed by a company in its general meeting
4. Resolution of the board of director
 

No company shall, after the commencement of this Act, appoint or employ any individual as its managing director for a term exceeding five years at a time.

Power and duties of a managing director:

 
The power and duties of a managing director are specified in

1. the agreement with the company by which he is appointed

2. in the memorandum or articles of the company

3. in a resolution passed by the company in general meeting

4.a resolution by its board of director

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Who can inspect mendatory documents and books and take copies thereof of a company?

The books of account and other books and papers of every company shall be open to inspection during business hours by the registrar or by such other Government officer as may be authorized by theGovernment in this behalf-

1. It shall be the duty of every director or other officer of the company to produce to the person making inspection.

2. It shall also be the duty of every director and other officer of the company to give to the inspection person all assistance in connection with the inspection, which the company may be reasonable, expected to give.

3. Where an inspection of the books of account and other books and papers of the company has been made under this section the inspecting person shall make a report to the Government.

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What documents, registers and books are maintained in a company’s registered office?

Books:

Statutory Books: The companies Act requires every company to keep the following books:

a) Register of members:

1. Name & address & occupation
2. Respective shares,
3. Date of registration as member,
4. Date at which any person ceased to be a member

b) Register of Directors:

1. In case of individual director- name, address, nationality, occupation & particulars of directorship,
2. In case of a corporation- corporate name, principal office and name, address & nationality of each of its directors,
3. In case of a firm- name, address & nationality of each partner and the date on which each became a partner.

c) Register of qualifying share of directors,
d) Register of debenture holders,
e) Register of mortgages and enter there in specific description,
f) Minutes of meetings,
g) Register of contracts,
h) Books of accounts:
i) Statement of receipts & payments,
j) Statement of sales & purchases,
k) Statement of assets &liabilities,
l) Cost records, if applicable.

Statistical books: (Sec. 36)

1. Share application & allotment,
2. Addition of shareholder,
3. Share transfer,
4. Dividend,
5. Interest on dividend.

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Discuss the requirements of law relating to filing of accounts of companies operating in Bangladesh but incorporated outside Bangladesh

(1) Every foreign company shall, in every calendar year-

(a) make out a balance sheet and profit and loss account or in the case of a company not trading for profit, and income and expenditure account it the company is handling company, group accounts in such form and consigning such particulars and including such documents, and under the provision of this Act it would, if it had been accompany within the meaning of this Act, have been required to make out and lay before the company in general meeting; and

(b) Deliver three copies of those documents to the Registrar: Provided that the Government may by notification in the official Gazette direct that in the case of a foraging company or class of foreign Combines the requirements of clause (a) shall not apply, or shall apply subject to such exceptions and modification as many be specified in the notification.

(2) If any such document as is mentioned in sub-section (1) is not written in Penal or English language, there shall be annexed to it a certified translating thereof.

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What are the procedures for reduction of share capital and how the same is confirmed?

Reduction of share capital
 

The power to reduce capital must be given by the articles. If no such power, the articles may be changed by a special resolution. According to section 59, the share capital may be reduced by:

a) reducing or extinguishing the liability of members for uncalled share capital; or
b) writing off lost share capital; or
c) paying off share capital which is in excess of the wants of the company; or
d) All these are to be done only by way approve by the court.
 

Procedure for Reduction of Share Capital
 

Reduction of capital is possible only by passing a special resolution and confirmation by the court. The court would inquire into the objections, if any, raised by the creditors. In this respect the court settles the list of creditors entitled to object and issues public notices (sec. 62). On hearing the objections, the court may confirm the reduction on such terms and conditions as it may dam fit (sec. 64).

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State the circumstances in which a company may be wound up by the Court.

Section 241 states the following circumstances under which a company may be wound up by the Court:

i. lf the company has by special resolution resolved that the company be wound up by the Court; or
ii. lf default is made in filing the statutory report or in holding the statutory meeting; or
iii. lf the company does not commence its business within a year from its incorporation, or suspends its business for a whole year; or
iv. lf the number of members is reduced, in the case of a private company below two, or, in the case of any other company, below seven; or
v. lf the company is unable to pay its debts; or
vi. If the Court is of opinion that it is just and equitable that the company should be wound up.

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Name the mortgages and charges required to be registered compulsorily with the Registrar of Joint Stock Companies. What is the effect of non-registration of such mortgages and charges?

The mortgages and charges those are required to be registered compulsorily with the Registrar of Joint Stock Companies:

a) a mortgage or charge for the purpose of securing any issue of debentures; or
b) a mortgage or charge on uncalled share capital of the company, or
c) a mortgage or charge on any immovable property wherever situated or any interest therein, or
d) a mortgage or charge on any book debts or the company, or
e) a mortgage or charge, not being a pledge on any moveable property of the company except stock-in- trade.
 

Due to non-registration of above mentioned mortgages and charges to be considered void and when a mortgage or charge becomes void, the money secured thereby shall immediately become payable.

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Discuss the procedure of calling Annual General Meeting and Extraordinary General Meeting of a company. State what businesses are transacted in an Annual General Meeting.

A general meeting shall be held (within eighteen months from the date of its incorporation and thereafter once at least in every year) at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place as may be prescribed by the company in general meeting.

Proceedings at General Meeting:

1. Fourteen days' notice at least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting.

2. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting, if called upon the requisition of members, shall be dissolved.

3. The Chairman selected among them by the Board of Directors shall preside as chairman at every general meeting of the company. Provided that the Chairman and the Managing Director shall
not be the same person.

4. lf there is no such chairman, or if at any meeting he is not present within thirty minutes after the time appointed for holding the meeting, or is unwilling to act as chairman, the members Present shall choose someone of their number of be chairman'

5.The chairman may with the consent of any meeting at which a quorum is present, adjourn the meeting from time to time and from place. 

Extra Ordinary Meeting:

All meetings of the shareholders other than the annual meetings or those provided for in the articles are known as extra ordinary meeting. These meetings may be called by the directors either ‘suo moto’ or the requisition of not less than one-tenth of the shareholders and where the directors fail to call such a meetings so requisitioned within the prescribed time limit, by the requisitions themselves.

Businesses that are transacted in an Annual General Meeting:

1. To receive, consider and adopt the Directors’ Report and the Audited Balance Sheet and the Profit and Loss Account with Auditors’ Report thereon.

2. To declare dividend.

3. To elect Director (s)

4. To appoint the auditors and fix up their remuneration.

5. To transact any other business which can be transacted by ordinary resolution, with the permission of the chair.

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Discuss the disqualifications of Directors as laid down in section 94 of the Companies Act, 1994

Disqualifications of directors as per section 94 of the Companies Act 1994:

 
(1) A person shall not be capable of being appointed director of a company, if -

(a) he has been found to be of unsound mind by a competent court and the finding is in force; or
(b) he is an undischarged insolvent; or
(c) he has applied to be adjudicated as an insolvent and his application is pending; or
(d) he has not paid any call in respect of shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call; or
(e) he is a minor.

(2) A company may in its articles provide additional grounds for disqualification of a director.

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State the steps involved in the formation of a company under the Companies Act 1994.

Formation of a Company:

2 (two) or more persons (not more than 50) and 7 or more persons (unlimited) may form a Private or a Public Limited Company respectively by subscribing their signature in the Memorandum of Association.

They may form -

A. a Company limited by shares;

B. a Company limited by guarantee;

C. an unlimited Company.

There are 3 stages for formation of a company -
i. Promotion;
ii. Registration;
iii. Commencement of business.

Promotion stages -

 
i. Promoters
ii. Clearance of name
iii. Sponsors' equity
iv. Consent of the Directors
v. Selection of objectives.

Registration:

i. Submission of Memorandum & Articles of Association.
ii. Payment of stamp duty & Registration fees.
iii. Obtaining certificate of incorporation.

Commencement of business:

 1. For a Private Limited Company, the business of the Company can be commenced after
getting the registration i.e. certificate of incorporation.

2. For a Public Limited Company, the Company shall obtain the certificate of
commencement of business from the Registrar.

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Can a director be removed? How?

As per section 106 of the Companies Act 1994 –

(1) The company may be extraordinary resolution remove any share-holder director before the expiration of his period of office and may by ordinary resolution appoint another person in his stead and the person so appointed shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected director.

(2) A director so removed shall not be re-appointed a director by the Board of Directors.

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Explain the provision of the Companies Act 1994 relating to appointment of the auditors of a company.

There are the following rules as per the Companies Act 1994 dealing with the appointment of auditor:

A. Every company shall appoint auditors at each AGM and the auditor will hold office until the next
AGM. Provided that, no person can be appointed as auditor unless his written consent has been obtained prior to his appointment or re-appointment.

B.  Every auditor will inform to the registrar in writing his acceptance or refusal within 30 (thirty) days from the date of receipt of appointment.

C. A retiring auditor shall have right to be re-appointed at AGM, unless:

D. He is not qualified for re-appointment.

E. He has given written notice for his unwillingness.

F. A resolution has been passed at that meeting appointing somebody instead of him.

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What are the consequences of the failure by a company to hold its Annual General Meeting?

If default is made in holding annual general meeting of the company in accordance with section 81, the company and every officer of the company who is in default, shall be punishable with fine which may extend to ten thousand taka and in case of a continuing default, with a further fine which may extend to two hundred fifty taka for every day after the first day during which such default continues.

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Explain how the share capital of a company can be increased?

(1) Where a company having a share capital, has increased its share capital, beyond the registered capital, it shall file with the Registrar, in the case of an increase of share capital, within fifteen days after the passing of the resolution authorizing the increase and the Registrar shall record the increase.

(2) The notice under sub section (1) shall include particulars of the classes of shares, affected and the conditions, if any, subject to which the new shares are to be issued

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Define prospectus. State the contents of a prospectus.

Prospectus:-

A prospectus is an invitation to the public to purchase shares or debenture of a company. In other words, a prospectus may be defined as any document that includes any notice, circular, advertisement or other document inviting deposits from the public or inviting offers from the public for the subscription or purchase of any share in, or debentures of a body corporate. 

Prospectus has the following characteristics:

A. It is a document described or issued as a Prospectus.

B. It includes any notice, circular, advertisement inviting deposits from the public.

C. It is an invitation to the Public.

D. The public is invited to subscribe the shares or debentures of a company.

Contents of the Prospectus:-
Every prospectus issued by or on behalf of a company shall state the matters specified in Part- I of schedule 111 of the Companies Act 1994. According to the Part I of Schedule III, the following items are to be included in the Prospectus:

1. The names, addresses, descriptions and occupations of the signatories to the memorandum and the number of shares subscribed for them;

2. The number and classes of shares and the nature and extent of interest of holders in the property and profits of the company;

3. The number of redeemable preference shares intended to be issued with the date of redemption;

4. The rights in respect of capital and dividend attached to different classes of shares;

5. The number of shares fixed by the articles as the qualification of director;

6. Particulars regarding directors, managing agents, manager, secretaries and treasures etc;

7. Remuneration of the directors;

8. The minimum amount of subscription and amount payable on application;

9. Time of opening of subscription list;

10. Preliminary expenses incurred;

11. Particulars regarding purchase of property;

12. Details of any premium or under-writing commissions paid;

13. Particulars of reserves including reserve capital;

14. Nature and extent of interest of every director and promoter;

15. Names and addresses of the auditors of the company;

16. The nature and extent of restrictions upon members at company meetings;

17. Restrictions upon Powers of the directors; and

18. Voting rights, capitalization of reserves and surplus of revaluation.

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State the points of difference between the Memorandum of Association and the Articles of Association of a Limited Company

The differences between the Memorandum and Article of Association are as follows:

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What is a Memorandum of Association? State the contents of the Memorandum of Association.

The memorandum of association is the charter /constitution of the company. It is the written documents containing the object and power of the company upon which the company is incorporated
and the company cannot go beyond the limitation/contained in the M/A. It cannot change without the consent of the court / Govt. The memorandum shall be:

1. Printed
2. It shall be divided into paragraphs and numbered consecutively, and
3. It shall be signed by each subscribed (giving his address and description) in the presence of at least one witness who shall attest his signature.

Contents of Memorandum of association:-

1. Name clause: The memorandum shall state the name of the company with “limited” as the last word in its name. It signature that the liability of the shareholders is limited. The liability may Limited by shares or by guarantee.

2. Registered office situate clause: After the name the M/A usually state the name of the place where the registered office of the company. The reasons why the place of its registered office is stated in the
M/A

a)  It fixed the domicile of the company and determines jurisdiction of the court with regard to the
company
b) It provides some definite places at which notice and other processes may be served on it.
c) It also determines where the records of the company are to be kept
d) Changes the register office

3. Object clause: The third requirement of the M/A is object clause. It determines:
a) The power of the company and
b) It restricts the power of the company

4. Liability clause: The fourth particular in an M/A is a statement that the company’s liability is limited. In case of a company limited by shares is wound up the members of company will not be liable to contribute more than the amount up paid on their shares But if the number of members is reduced in case of Pvt. Limited co below two and in case of public limited co. below seven and the business carried on more than 6 months thereafter, then the member are personally liable irrespective of limited liability for all debts contracts during the period (U/S 222).

5. Capital clause: The amount of the nominal capital of the company and the number of the shares must be clearly stated in M/A. There is or legal limit to the amount of the capital or of each shares. Alteration of capital clause: may by usually. The article of association contains the power and procedure to alter the capital clause. Otherwise a special resolution has to be passed in a general meeting to alter the A/A in this regard. A notice in this regard shall have to be filed to the registrar within 15 days.

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State the rules relating to conversion of a public company into a private company.

According to section 232-

1. A public company, having not more than fifty members at the time of conversion, may be converted into a private one by passing a special resolution altering its articles so as to exclude provisions if any, in the articles of association applicable to public company and include therein provisions applicable to a private company.

2. lf the company has secured creditors, their written consent shall have to be obtained before passing a resolution as per provision of sub section (l) and the shares enlisted with the Stock Exchange shall have to be de-listed.

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Distinguish between Holding Company and Subsidiary Company – what are the relationships between the two?

Holding Company:-

When a company acquires controlling interest in the affairs of another company or companies, it is known as the holding company. The Companies Act in its definition clause at section 2 clarifies, inter alia, that the holding of such controlling interest should take all or one of the following forms:

1. its assets may consist in whole or in part of shares in another company;
2. such shares or other interests may be held either directly or through a nominee.
3. such interest should be in the form of holding more than fifty percent of shares or voting rights in that other company.
4. such voting right gives power directly or indirectly to appoint the majority of the directors in that other company otherwise than by virtue of the provision of a trust –deed.

Subsidiary Company:-

It is a company more than fifty percent of whose issued share capital or voting power is held by another company or the majority of whose directors can be appointed by another company. A subsidiary company may be a public or private company or not even be a company at all within the meaning of the Companies Act. Where the shares of such a company are held as security by a company the ordinary business of which is lending of money or where the majority of directors can be appointed by a company by virtue of powers contained in a debenture trust-deed, the former company will not be deemed to be a subsidiary company of the latter.

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Define a Company and mention its essential characteristics.

A company in ordinary non-technical sense however, means an association for attaining some common objectives which may be with or without profit.

Essential characteristic:
1. A company is regarded by law and it has a legal personality;
2. A company has perpetual succession;
3. The liability of the members of a company is limited;
4. A company is required to comply with various statutory obligations regarding management.

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Define a foreign company as envisaged under Section 378 of the Companies Act, 1994. What are the documents to be delivered to the Registrar of Joint Stock Companies by foreign companies carrying on business in Bangladesh?

When a company which is incorporated outside Bangladesh but establishes business in Bangladesh with same name and nomenclature with or without a place of business in the country, it is regarded as a foreign company in Bangladesh.

Documents to be delivered According to section 379, if foreign companies establish a place of business in Bangladesh shall, within one month of the establishment of the place of business, deliver the following to the Registrar for registration:

1. A certified copy of the charter or statutes or memorandum and articles of the company or other instrument constituting or defining the Constitution of the company; and if the instrument is not written in Bengali or English language, a certified Bengali or English translation thereof; 

2. The full address of the registered or principal office of the company;
3. A list of the directors and secretary, if any, of the company;
4. The name and address or the names and addresses of one or more Persons resident in Bangladesh, authorized to accept on behalf of the company service of process and any notice or other document required to be served on the company
5. The full address of the office of the company in Bangladesh which is to be deemed its principal place of business in Bangladesh.

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In which ground the Registrar of Joint Stock Company can present a petition for winding up a company?

Petition for winding up by the Registrar:

 
Under the following grounds as contained in Section - 197(b) the Registrar of Joint Stock Companies and firms can present a petition for winding up a company as per Section-204 of CA 1994:

i. That the business of the company is being conducted with intent to defraud its creditors, members, any other persons or otherwise for a fraudulent or unlawful purposes; or

ii. That the persons concerned in the formation of the company or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards the company or towards any of its members; or

iii. That the members of the company have not been given all the information with respect to its affairs which they might reasonably expect.

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Discuss the provisions of Section 233 of the Companies Act, 1994 regarding protection of interest of minority shareholders.

(1) Any member or debenture holder of a company may either individually or jointly bring to the notice of the court by application that-

(a) the affairs of the company are being conducted or the powers of the directors are being exercised in a manner prejudicial to one or more of its members or debenture holders; or
(b) the company is acting or is likely to act in a manner which discriminated or is likely to discriminate the interest of any member or debenture holder;
(c) a resolution of the members, debenture holders or any class of them has been passed or is likely to be passed which discriminates or is likely to discriminate the interest of one or more of the members or likely to debenture holder.

(2) The Court shall, on receipt of an application under sub-section (1) send a copy thereof to the Board and fix a date for hearing the application;

(3) If after hearing the parties present on the date so fixed, the Court is of opinion that the interest of the applicant or applicants has been or is being or is likely to be prejudicially affected for reasons specified in the application, it may make such order as prayed for or such other order as it deems fit including a direction-

(a) to cancel or modify any resolution or transaction ; or
(b) to regulate the conduct of the company's affairs in future in such manner as is specified
therein; or
(c) to amend any provision of the memorandum and articles of the company.

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"Directors are trustees as well as agents of the company". Discuss

Directors are trustee and agent of the Company

Directors are trustees as well as agents of the Company. All activities, business and transactions of the Company for its developments, promotions is done by the directors for and on behalf of the Company like an agent. The articles of association empowered the Directors to do/run the Company. 

The directors can do the followings for and on behalf of the Company as contained in the articles of association:

1. To run the business of the company;
2. To recommend dividend;
3. To enter into contract;
4. To maintain reserves;
5. To issue, forfeiture of share;
6. To issue debenture;
7. To Invest fund;
8. To take, redeem loan; and
9. To appoint officers & staffs and to pay their emoluments.

The above activities are done by the directors as agent of the Company.

Directors are to do all activities as trustee of the Company. All assets resources are to be kept safety and to utilize them for the interest of the Company. Under any circumstances Directors are not allowed to use asset of the Company for their own without the approval of the Board. Directors are to maintain proper accounts as required by law and to do many other activities as trustee of the company, such as:

1. To run the Company efficiently;
2. To optimum utilization resources;
3. To save the Company from losses/damages;
4. To maintain proper books of accounts;
5. To call the AGM;
6. To maintain secrecy of the organization; and
7. To refrain from doing such activities prohibited by the act.

In the above sense it is said Directors are trustees of the Company.

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Define ‘Member’ of a company

 Every subscriber of the memorandum of company shall be deemed to have agreed to become a
member of the company and on its registration shall be entered as a member in its register of
members.

 Every other person who agrees to become a member of a company, and whose name is entered
in its register of members shall be a member of the company.

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INTERNATIONAL AUDITING STANDARDS: (AT A GLANCE)

ISA 200: OVERALL OBJECTIVES OF THE INDEPENDENT AUDITOR

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ISA 210: AGREEING THE TERMS OF AUDIT ENGAGEMENTS

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ISA 220: QUALITY CONTROL FOR AN AUDIT OF FINANCIAL STATEMENTS

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ISA 230: AUDIT DOCUMENTATION

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ISA 240: THE AUDITOR’S RESPONSIBILITIES RELATING TO FRAUD IN AN AUDIT OF FINANCIAL STATEMENTS

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ISA 300: PLANNING AN AUDIT OF FINANCIAL STATEMENTS

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ISA 315: IDENTIFYING AND ASSESSING THE RISKS OF MATERIAL MISSTATEMENT THROUGH UNDERSTANDING THE ENTITY AND ITS ENVIRONMENT

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ISA 320: MATERIALITY IN PLANNING AND PERFORMING AN AUDIT

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ISA 330: THE AUDITOR’S RESPONSES TO ASSESSED RISKS

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ISA 500: AUDIT EVIDENCE

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ISA 501: AUDIT EVIDENCE—SPECIFIC CONSIDERATIONS FOR SELECTIVE ITEMS

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ISA 505: EXTERNAL CONFIRMATIONS

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ISA 510: INITIAL AUDIT ENGAGEMENTS—OPENING BALANCES

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ISA 520: ANALYTICAL PROCEDURES

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ISA 530: AUDIT SAMPLING

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ISA 540: AUDITING ACCOUNTING ESTIMATES, INCLUDING FAIR VALUE ACCOUNTING ESTIMATES, AND RELATED DISCLOSURES

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ISA 550: RELATED PARTIES

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ISA 560: SUBSEQUENT EVENTS

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ISA 570: GOING CONCERN

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ISA 580: WRITTEN REPRESENTATIONS

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ISA 600: SPECIAL CONSIDERATIONS—AUDITS OF GROUP FINANCIAL STATEMENTS (INCLUDING THE WORK OF COMPONENT AUDITORS

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ISA 610: USING THE WORK OF INTERNAL AUDITORS

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ISA 620: USING THE WORK OF AN AUDITOR’S EXPERT

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ISA 700: FORMING AN OPINION AND REPORTING ON FINANCIAL STATEMENTS

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ISA 705: MODIFICATIONS TO THE OPINION IN THE INDEPENDENT AUDITOR'S REPORT

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ISA 710: COMPARATIVE INFORMATION—CORRESPONDING FIGURES AND COMPARATIVE FINANCIAL STATEMENTS

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ISA 720: THE AUDITOR’S RESPONSIBILITIES RELATING TO OTHER INFORMATION IN DOCUMENTS CONTAINING AUDITED FINANCIAL STATEMENTS

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ISA 800: SPECIAL CONSIDERATIONS—AUDITS OF FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH SPECIAL PURPOSE FRAMEWORKS

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ISA 805: SPECIAL CONSIDERATIONS—AUDITS OF SINGLE FINANCIAL STATEMENTS AND SPECIFIC ELEMENTS, ACCOUNTS OR ITEMS OF A FINANCIAL STATEMENT

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ISA 810: ENGAGEMENTS TO REPORT ON SUMMARY FINANCIAL STATEMENTS

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