PART XI
SUPPLEMENTAL

Legal proceedings, offence, etc. 

(2) Notwithstanding anything contained in the Code of Criminal Procedure, 1898 (V of 1898),--

(a) every offence under this Act shall, for the purpose of the said Code, be deemed to be non-cognizable.

(b) where the complainant is the Registrar, the personal attendance of the complainant before the Court trying the offence shall not be necessary unless the Court, for reasons to be recorded in writing, requires his personal attendance for the purpose of taking cognizance or holding trial.

394. Application of fines.-- The court imposing any fine under this Act may direct that the whole or any part thereof be applied in or towards payment of the cost of the proceedings, or in or towards the rewarding of the person on whose information the fine is recovered.

395. Power to require limited company to give security for costs.-- Where a limited company is plaintiff or petitioner in any suit or other legal proceeding, any Court having jurisdiction in the matter may, if it appears that there is reason to believe that the company will be unable to pay the cost of the defendant if successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given.

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 persons 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 lability 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 o 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 of 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.

397. Penalty for false statement.-- Whoever in any return, report, certificate balance-sheet or other documents, required by or for the purposes of any of the provisions of this Act, willfully makes a statement false in any material particular, knowing it to be false, shall be punishable with imprisonment of either description for a term which may extend to five years, and shall also be liable tofine.

398. Penalty for wrongful with holding of property.-- Any director, managing agenst, manager or other officer or employee of a company who wrongfully obtains possession of any property of a company, or having any such property in his possession wrongfully withholds it or wilfully applies it to purposes other than those expressed or directed in the articles and authorised by this Act, shall on the complaint of the company or a creditor or contributory there-of, be punishable with fine not exceeding five thousand taka, and may be orderd by the Court trying the offence to deliver of or refund within a time to be fixed by the Court any such property improperly obtained or wrongfully with- held or wilf lly misapplied, or in default to suffer imprisonment for a period not exceeding two years.

399. Penalty for misapplication of securities by employers.--(1) All moneys of securities deposited with a company by its employees in pursuance of their contracts of service, with the company shall be kept or deposited by the company in a special account to be opened by the company for this purpose in a scheduled bank as defined in the Bangladesh Bank Order, 1972 (P.O.No. 127 of 1972) and no portion thereof shall be utilised by the company except for the purposes agreed to in the contract of service.

(2) Where a provident fund has been constituted by a company for its employees or any class of its employees, all moneys contributed to such fund whether by the company or, by the employees or acruing by way interest or otherwise to such fund shall be either deposited n a Post Office Saving Bank account or invested in securities mentioned or referred to in clauses (a) to (e) of section 20 of the Trusts Act, 1882 (II of 1882) : and all moneys belonging to such fund which are so deposited or invested shall be so deposited or invested in such securities by annual instalments not exceeding ten in number and not less in amount in any year than one tenth of the whole amount of such moneys.

Provided that where the said one-tenth part of the whole amount of the moneys belonging to such fund exceeds the maximum amount which may be deposited in a Post Office Savings Bank account under the rules regulating such deposits for the time being in force, the excess amount may be kept or deposited in a special account to be opened for the purpose in such scheduled bank.

(3) Notwithstanding anything to the contrary in the rules of any fund to which sub-section (2) applies or in any contract between a company and its employees, no employee shall be entitled to receive in respect of such portion of the amount to his credit in such fund as is invested in accordance with the provisions of sub-section (2) interest at a rate exceeding the rate of interest yielded by such investment.

(4) An employee shall be entitled on request made in this behalf to the company to see the bank receipt for any money on security such as is referred to in sub-sections (1) and (2).

(5) Any director, managing agent, managing or other officer of the company who knowingly contravention or permits or authorises the contravention of the provisions of this section shall be liable on conviction to a fine not exceeding five hundred taka.

(6) Nothing in sub-section (2) shall affect any right of any employee under the rules of a provident fund to obtain advance from or to withdraw money standing to his credit in the fund where the fund is a recognised provident fund within the meaning of clause (52) of section 2 of the Income Tax Ordinance, 1984 (XXXVI of 1984), or the rules of the fund containing provisions corresponding to rules 4,5,6,7,8 and 9 and 9 of the Income Tax (Provident fund Rule, 1984) or similar provisions of a similar Rules.

400. Penalty for improper use of the word "Limited" If any person of persons trade or carry on business under any name of title of which "Limited" is the last word, that person or those persons shall be liable to a fine not exceeding five hundred taka everyday upon which that name or title has been used.

401. Construction of "Registrar of Joint Stock Companies" in Act XXI of 1860.-- In sections I and 18 of the Societies Registration Act, 1860 (XXI of 1860), for the registration of Literacy, Scientific and Charitable Societies, the words "Registrar of Joint Stock Companies" shall be construed to mean the Registrar under this Act.

402. Repeal and savings.--(1)  The Companies Act 1913 (VII of 1913,) hereinafter referred to as the said Act, is hereby repealed.

(2) Notwithstanding the repeal of the said Act--

(a) any order, rule, regulation, appointment, mortgage on other transfer deed, document or agreement made, fee directed, resolution passed, direction given, proceeding taken, instrument executed or issued, or thing done under or in pursuance of the said Act shall, if in force at the commencement of this Act, comtinue to be in force and shall have effect as if made, directed, passed, given, taken, exceuted, issued or done under or in pursuance of this Act;

(b) any person appointed to any office under or by virtue of the said Act shall be deemed to have been appointed to that office under or by virtue of this Act;

(c) the offices existing at the commencement of this Act for the registration of companies shall be continued as if they had been established under this Act;

(d) any register or other kept or made under the provisions of the said Act shall be deemed to be part of the register of other document to be kept or made under the corresponding provisions of this Act;

(e) all funds constituted and accounts kept under this said Act shall be deemed to be in continuation of the funds constituted and accounts kept under the corresponding provisions of this Act.

(3) Nothing in this Act shall affect the incorporation of any company registered under the said Act or the operation of the provisions of the Insurance Act 1938 (IV of 1938).

403. Section 6 of the General Clauses Act, 1897 to apply.-- The mention of particular matters in section 402 or in any other provision of this Act shall not prejudice the general application of section 6 of the General Clauses Act, 1897 (X of 1897).

404. Publication of Authentic English Text.-- After the commencement of this Act, the Government shall, by notification in the official gazette publish a Text of this Act translated in English, and this Text shall be called the Authentic English Text of the Act :

Provided that in the event of conflict between the Act (Bangali Text) and he said English Text. the Act shall prevail.