PART X
FOREIGN COMBINES' REGISTRATION, ETC. 

(a) Combines incorporated outside Bangladesh which, after commencement of this Act establish a place of business within Bangladesh; and

(b) combines incorporate outside Bangladesh which have before the commencement of this Act, established a place of business within Bangladesh and continued to have an established place of business with Bangladesh, at the commencement of this Act.

379. Documents, etc. to be delivered to Registrar by foreign Combines carrying on business in Bangladesh--(1) Foreign Combines, which after the commencement of this Act, establish a place of business with Bangladesh shall, within one month of the establishment of the place of business,, deliver to the Registrar for registration--

(a) a certified copy of the charter or statues or memorandum and articles of the company or other instrument constitution or defining the constitution of the company; and if the instrument is not written in Beguile or English Language, a certified Penally or English translation thereof;

(b) the full address of the registered or principal office of the company;

(c) a list of the directors and secretary, if any, of the company;

(d) 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 p[process and any notice or other document required to be served on the company;

(e) the full address of the office of the company in Ballades which to be deemed its principal place of business in Bangladesh.

(2) foreign Combines other than those mentioned in sub-section(1), shall if they have not delivered to the Registrar before the commencement of this Act the Documents and particulars specified in the sub-section (1) and section continue to be subject to the obligation to deliver those documents and particulars in accordance with this Act.

(3) If any alteration is made or coccus in--

(a) the charter, studies , or memorandum and articles of foraging company or other instrument constituting or defining the constitution of a foreign company, or

(b) the registered or principal office of a foreign company or

(d) the names and addresses of the persons authorized to accept service on behalf of a foreign company, or

(e) the principal place of business of a foreign company in Bangladesh, the Company sh , within the prescribed time, file with the Registrar a return containing the prescribed particulars of the alteration.

380 Accounts of foreign company.--(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

(d) deliver three copies of those documents to the Registrar:

Provided that the Government may by notification in the official Gazette direct that in the he 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.

(a) in veery prospectus inviting subscription in Bangladesh for its shares or debentures, state the country in which the company is incinerated;

(b) conspicuously exhibit on the outside of every office or place where it carries on business in Bangladesh, the name of the company and the country in which it is incinerated, in the letters easily legible in Beguile or English character,

(c) cause the name of the company and of the country in which the company is incur outdated, to be stated in legible Penally or English characters in all bill heads and letter paper, and in all notices and other official publications of the company; and.

(d) if the liability of the members of the company is limited, cause a notice of that fact--

(i) to be stated in every Suva prospectus as aforesaid and in all bill heads, letter paper, notices, advertisements and other official publications of the company, in legible Penholders, in legible Penally or English characters.

382. Service on foreign company.-- Any process notice, or other document required OT be served on a foreign company shall be deemed to be sufficiently served, if addressed to any person mentioned in section 37991) (d) and left at, or sent by post to the address which has ben so delivered under that section to the Registration.

Provided that--

(a) where any such company make default in delivering to the Registrar in pursuance of that section the name and address of a person, or

(b) if at any time all the persons whose names and address have been delivered to the Registrar are dead, or ceased or have ceased so to reside at those addresses, or refused to accept on behalf of the company any process, notice or other document, or, those cannot be served or sent for any other reason, such document may be served on the company by leaving it at, or sending it by post to, any place of business established by the company in Bangladesh.

383. Notice of ceasing place of business of a company.-- If any foreign company ceases to have a place of business in Bangladesh, it shall forthwith give notice of the fact to the Registrar, and as from the date on which notice is so given, the obligation of the company to deliver any document to the Registrar shall cease, provided it has no other place of business in Bangladesh.

384. Penalties.-- If any foreign company fails to comply with any of the foregoing provisions of this Part, the company shall be punishable with fine which may extend to one thousand taka, or, in the case of a continuing offence, with an additional fine of five hundred taka for every day after the first day during which the default continues; and every officer or agent of the company who is knowingly willfully, makes such default, shall be punishable with the same fine.

385. Company's failure to cmoply with this Part not to affect its liability under contracts.-- Any failure by a foreign company to comply with any of the foregoing provisions of this Part shall not affect the validity of any contract dealing or transaction entered into by the company or its liability to be sued in respect thereof; but the company shall not be entitled to bring any suit, claim any set off, make any counter claim or institute any legal proceeding in respect of any such contract, dealing or transaction until it has complied with the provisions of this Part.

386. Fees for registration of documents under this Part.-- There shall be paid to the Registrar for registering any document required by the foregoing provisions of this Part such fees as specified in Schedule II.

387. Interpretation.-- For the purposes of the foregoing provisions of this Part--

(a) the expression "director" includes any person occupying the position of director by whatever name called.

(b) the expression "prospectus" has the same meaning as when used in relation to a company incorporated under this Act;

(c) the expression "place of business" includes a share transfer or share registration office;

(d) the expression "secretary" includes any person occupying the position of secretary, by whatever name called and

(e) the expression "certified" means certified in the prescribed manner to be a true copy or a correct translation.

388. Restriction on sale and offer for sale of shares.--(1) It shall not be lawful for any person--

(a) to issue, circulate or distribute in Bangladesh any prospectus offering to the public for subscription to shares in or debentures of a company incorporated or to be incorporated outside Bangladesh whether the company has or has not established, or when formed will or will not establish, a place of business in Bangladesh, unless--

(i) before the issue, circulation or distribution of the prospectus in Bangladesh a copy thereof, certified by the chairman and two other directors of the company as having been approved by resolution of the managing body, has been delivered for registration to the Registrar;

(ii) the prospectus state on the face of it that the copy has been so delivered;

(iii) the prospectus is dated; and

(iv) the prospectus other wise complies with this Part; or

(b) to tissue to any person in Bangladesh a form of application for shares in or debentures of such a company of intended company as aforesaid unless the form is issued with a prospectus which complies the requirements of this Part :

Provided that this clause shall not apply if it is shown that the form of application was issued in connection with a bonafide invitation to a person to enter into an underwriting agreement with respect to the shares of debentures.

(2) This section shall not apply to the issue to existing members or debentures holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will not have the right to renounce in favour of other persons, but, subject as aforesaid, this section shall apply to a prospectus or form of application whether issued or with reference to the formation of a company or subsequently.

(3) Where any document by which any shares in or debentures of a company incorporated outside Bangladesh are offered for sale to the public would, if the company concerned had been a company within the meaning of this Act, have been deemed by virtue of section 142 to be a prospectus issued by the company, that document shall be deemed to be, for the purposes of this section, a prospectus issued by the company.

(4) An offer of share or debentures for subscription or sale to any person whose ordinary business or part of whose ordinary business is to by or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this section.

(5) A person who is knowingly responsible for the issue, circulation or distribution of any prospectus, or for the issue of a form of application for shares or debentures, in contravention of the provisions of this section shall be liable to a fine not exceeding ten thousand taka.

(6) In this section and in section 389, the expression "prospectus" "shares" and "debentures" have the same meaning as and when used in relation to a company incorporated under this Act.

389. Requirements as to prospectus.-- In order to comply with this Part a prospectus, in addition to complying with the provisions of sub-clauses (ii) and (iii) of clause(a) of sub-section (1) of section 388, must--

(a) Contain particulars with respect to the following matters, namely--

(i) the objects of the company;

(ii) the instrument constituting or defining the onstitution of the company;

(iii) the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;

(iv) an address in Bangladesh where the said instrument, enactments or provisions, or copies thereof, and if the same are in a foreign language other than English a translation thereof in the Bengali or English certified in the prescribe manner can be inspected;

(v) the date on which and the country in which the company was incorporated.

(vi) whether the company has established a place of business in Bangladesh:

Provided that the provisions of sub-clause (i), (ii), and (iii) of this clause shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business;

(b) subject to the provisions of this section, state the matters specified in sub-section (1) of section 135 and set out the reports specified in that section :

Provided that--

(i) where any prospectus is published as a newspaper advertisement, it shall be a sufficient compliance with the requirements that the prospectus must specify the objects of the company if the advertisement specified the primary objects with which the company was formed; and

(ii) in section 135 of this Act, a reference to the article of the company shall be deemed, to be a reference to the constitution of the company.

(2) Any condition requiring or binding any applicant for shares or debenture shall be void, if the acceptance thereof has the effect of--

(a) waiving compliance with any requirements of this section; or

(b) serving him with notice of any contract, document or matter not specifically referred to in the prospectus.

(3) In the event of non-compliance with or contravention of any of the requirements, of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention, if--

(a) as regards any matter not disclosed, he proves that he was not congnizant thereof; or

(b) he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or

(c) the non-compliance or contravention was in respect of matter which, in the option of the court dealing with the case, were immarterial or were otherwise such as ought, in the option of that Court, having regard to all the circumstances of the case, reasonably to be excused.

Provided that in the event of failure to include in a prospectus a statement with respect to the matters specified in clause 18 of the Part-I of Schedule-III or in pursuance of sub-section (1) of section 135, no director or other person shall insure any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed.

(4) Nothing in this section limit or diminish any liability which any person may incur under the general law or this Act, apart from this section.

390. Restriction on canvassing for sale of shares.--(1) It shall be an oftence of any person goes from house to house of the public or any member of public offering shares of a company incorporoated outside Bangladesh for subscription to or sale of such shares.

(2) In this sub-section the expression `house" shall not include an office used for business purposes.

(3) Any person acting in contraventions of this section shall be liable to a fine not exceeding five hundred taka.

391. Provisions regarding charges.-- The provisions of section 159 to 168- both inclusive, and 171 to 176, both inclusive, shall extend to charge on properties in Bangladesh which are created and to charges on property in Bangladesh which us acquired, by a company incorporated outside Bangladesh which has an established place of business in Bangladesh :

Provided that, were a charge is created outside Bangladesh or the completion of the equisition of property takes place outside Bangladesh, sub-clause (i) of the proviso to sub-section (1) of section 159 and the proviso to sub-section (1) of section 160 shall apply as if the property wherever situated were situated tside Bangladesh.

392. Notice of appointment of receiver etc.--(1) The provisions of section 169 and 170 share apply to the case of all companies incorporated outside Bangladesh but having an established place of business in Bangladesh.

(2) The provisions of section 181 shall apply to such companies to the extent of requiring them to keep at their principal place of business in Bangladesh the books of account required by that section with respect to money received and expended, sales and purchases made, and assets and liabilities in relation to its business in Bangladesh.