Register

Every company should keep in one or more books a register of the holders of its debentures (sec. 176) and enter therein the following particulars:

(a) The name, address and occupation of each debnentureholder.

(b) Debentures held by each holder, distinguishing each debenture by its number and the amount paid or agreed to be paid on these debentures.

d) The date at which any person ceased to be a debentureholder.

Like the register of members, this register should have an index, be open to he inspection and may be closed in the same manner.

By sec. 174 every company must keep at its registered office a register of e mortgages in which all mortgages and charges specifically affecting property of the company and all floating charges on the undertaking or on any property of the company must be entered. The register must contain a short description of the property charged; the amount of the charge, and the names of the persons entitled to the charge. Sec. 168 requires every company to keep at its registered office a copy of every instrument creating any charge which requires registration. The register and the document should be open to inspection by those concerned.

Registration of mortgages and charges

Section 159 requires a company to file with the Registrar within 21 days of the creation of a mortgage or charge the complete particulars of the said mortgage or charge together with the instrument, if any, creating or evidencing the charge, or a verified copy thereof. Otherwise the charge shall be void against the liquidator and creditors, and the money secured thereby shall become immediately payable.

The mortgages and charges requiring registration under this section are as follows:

(a) A mortgage for the purpose of securing any issue of debentures;

(b) A charge on uncalled share capital of the company;

c) A charge on any immovable property, wherever situated, or any interest therein;

(d) A charge on any book debts of the company;

(e) A charge, not being a pledge on any movable property of the company except stock-in-trade; and

(f) A floating charge on the undertaking or any property of the company.

The particulars of the above mortgages or charges that are required to be registered with the Registrar are as follows:

(1) When the debentureholders of the same series are made to rank pari-passu, sec. 161 requires the following particulars to be registered -

a) the total amount secured by the whole series;

b) the dates of resolutions authorising the issue of the series and the date of the covering deed;

c) a general description of the property charged; and

d) the names of the trustees, if any, for the debentureholders.

e) the deed or a copy thereof, verified in the prescribed manner or one of the debentures in a series.

f) the prescribed fee.

If any debenture of the series is issued more than one times its particulars must also be filed. If any commission, allowance or discount has been paid or made by the company to any person for subscribing, agreeing to take or procuring or agreeing to procure any subscription for any debenture, the amount or rate per cent so paid or made must also be filed (sec. 162).

(2) In the case of any other charge, the particulars are:

a) if the charge was created by the company, the date of creation of the charge; and if the charge was a charge existing on property acquired by the company, the date of acquisition of the property;

b) the amount secured;

c) short particulars of the property charged; and

d) the persons entitled to the charge, (sec. 160).

A company is obliged to maintain register of its directors, managers and managing agents at its registered office. Section 115 spells out the area of details of directors that is required to be recorded in this register. A return is also provided for this purpose to be filed with the Registrar. The time limit set out for filing such a return is fourteen days from the appointment of first directors or of a change therein. Other important points included in this section are the provision for inspection of the register and a fine of Taka five hundred for refusal to inspection and failure to submit the return.