RETURN
The Companies Act 1994 is the prescription to guide and control the activities of the registered companies. It also, in its text and spirit, exercises some protection to the shareholders, in that it requires some returns to be filed to the Registrar of Joint Stock Companies which have bearing on the shareholders interests. Returns are nothing but disclosure of some facts as per the relevant sections, in the prescribed format to the Registrar.
The submission of returns are mandatory, failure of which leads to various penalties and other complications. Therefore, due care is to be laid in submitting returns as per statutory time limit and according to various provisions.
The frequency of returns are varied. Some are routine yearly returns, some are regular but only occasional depending on the happening of certain events. Then there are some returns which need to be filed only once. Still more, some arise very hardly.
Table of important returns: The following table shows only the frequent important returns, their provisions and requirements as per different sections in chronological order:
| Section | Returns | Requirements | Return forms |
|---|---|---|---|
| 36 | Annual return | Within 21 days of General Meeting. |
Schedule- X |
| 56 | Increase of Authorised capital | Within 15 days of passing the resolution thereof |
From-IV |
| 77 | Notice of Registered office | Within 28 days of incorpora- tion or of any change therein. |
From-VI |
| 88 | Special Resolution | Within 15 days of passing the resolution thereof |
From-VIII |
| 115 | Particulars of Directors | Within 14 days of any change in the structure of directorship. |
From-XII |
| 138 | Prospectus | To be filed before publication. |
Copy thereof |
| 141/150 | Statement in lieu of prospectus |
Before first allotment or before commencement of business |
Schedule-IV |
| 151 | Return of Allotment |
Within 60 days of allotment | Forms-XV |
159/167 172 |
Creation of charges and satisfaction thereof |
Within 21 days of creation/change of hypothecation/mortgages/charges. Notification of payment of satisfaction also within 21 days |
Forms-XVIII, XIX, & XXVIII |
| 190 | Filing of annual accounts |
Within 30 days of General Meeting with the annual return. |
Copies thereof |
| 231 | Statement in lieu of prospectus in the event of conversion |
Within 30 days of the conversion of status of the company. | Schedule-IV |
The above returns are mentioned because of their regular frequency. However, there are so many other returns which, though occasional, are no less important. A detailed list of all returns to be filed with the Registrar is given below.
Table of all Returns: The Company Secretary is primarily liable to make out and file various statutory returns with the Registrar of Joint Stock Companies and other bodies. The following is a comprehensive list of such returns, notices, documents etc. required to be sent with consequent section numbers and their time requirements:
| SL. NO. | Particulars | Section numbers | Time limits |
|---|---|---|---|
| 1 | Certified copy of order confirming alteration of Memorandum and printed copy of the Memorandum so altered. | 15 | 90 days |
| 2 | Memorandum and Articles for registration of a new company. | 23 | _ |
| 3 | Declaration by an advocate, director, manager or secretary named as such in the Articles, in compliance with requirements of the Act. | 25(2) | _ |
| 4 | Copy of annual list of shareholders and summery of share capital | 36 & 190 | 21/30 |
| 5 | Notice for refusal of transfer of shares. | 38(4) | 30 days |
| 6 | Notice for rectification of members register. | 44 | 15 days |
| 7 | Notice for change in the structure of share capital | 53 | -do- |
| 8 | Notice for consolidation of shares or stock. | 54 | -do- |
| 9 | Notice for increase of share capital | 56 | -do- |
| 10 | Court confirmation for reduction of share capital, certified copy thereof and minutes. | 65 | _ |
| 11 | Notice for court order on variation of shareholders rights | 71(5) | 15 days |
| 12 | Notice for situation of Registered Office or any change therein | 77(2) | 28 days |
| 13 | Statutory report signed by directors/auditors. | 83(6) | Forthwith |
| 14 | Notice of General Meeting to shareholders. | 85(1) | 14 days |
| 15 | Return of special or extraordinary resolution | 88 | 15 days |
| 16 | Consent of directors to act as such. | 92(1) | At registration |
| 17 | List of persons who have consented to act as directors. | 92(2) | -do- |
| 18 | Consent of candidate for directorship. | 93(2) | 30 days |
| 19 | Return for appointment/change in directorship | 115(2) | 14 days |
| 20 | Copy of prospectus signed by directors | 138 | On or before publication |
| 21 | Statement in lieu of prospectus. | 14(1) | Within 3 days of allotment |
| 22 | Verified declaration or statement in lieu of prospectus. | 150 | Before commencement |
| 23 | Return for allotment in cash | 151(1)(a) | 60 days |
| 24 | Contract for allotment otherwise in cash | 151(1)(b) | -do- |
| 25 | Prescribed particulars of such a contract if not reduced to writing. | 151(2) | One month |
| 26 | If shares are not offered for subscription, a statement disclosing amount or rate of commission for subscription. | 152(1)(b) | _ |
| 27 | Particulars of mortgage or charge with the instrument thereof or a verified copy | 159 & 160 | 21 days |
| 28 | Particulars in case of a series of debentures. | 161 | -do- |
| 29 | Particulars of amount or rate of commission. | 162 | -do- |
| 30 | Company liable primarily for mortgage/ charge, but return can also be filed by the mortgage | 167(1) | - |
| 31 | Particulars of modification in mortgage or charge need also to be filed. | 167(3) | 21 days |
| 32 | Notice for appointment of receiver. | 169 | 15 days |
| 33 | Abstract of receipt and payments during receiver’s time and notice of ceasement to act as receiver. | 170 | Annualy |
| 34 | Intimation for satisfaction of mortgage of charge | 172 | 21 days |
| 35 | Three copies of audited and authenticated Balance sheet & P&L A/c | 190 | 30 days |
| 36 | Copy of BS and P&L A/c. to shareholders. | 191(1) | 14 days |
| 37 | Intimation of appointment to auditors. | 210(1) | 7 days |
| 38 | Auditor’s intimation to the Registrar. | 210(2) | 30 days |
| 39 | Notice to Govt. if no auditor appointed at AGM. | 210(5) | 7 days |
| 40 | Certified copy of the Court’s order. |
228 & 229 | 14 days |
| 41 | Prospectus or statement in lieu of prospectus on conversion of the status of any company | 231 | 30 days |
| 42 | Notice about Court order on minority shareholders right. | 233(5) | 14 days |
| 43 | Copy of winding up order made by the Court. | 252 | 30 days |
| 44 | Statement of affairs to the official liquidator. | 258(3) | 21 days |
| 45 | Audited accounts of the official liquidator. | 265 | Annualy |
| 46 | Report of the Court’s order for dissolution of a company. | 277(2) | 15 days |
| 47 | Declaration of solvency by directors on voluntary winding up. | 290 | Before board meeting |
| 48 | Copy of accounts of winding up and return of general meeting of the company. | 296(3) & 305(3) | 1 week after general meeting |
| 49 | Copy of Court order deferring the date of dissolution. | 296(5) & 305(5) | 21 days |
| 50 | Notice of appointment by the liquidator. | 310 | -do- |
| 51 | Notice of liquidator about criminal offence of directors. | 333 | Forthwith |
| 52 | Copy of Court order declaring dissolution void. |
340(2) | 21 days |
| 53 | Statement containing particulars of liquidation | 341) | Annualy |
| 54 | Return about deposit of unclaimed dividend and proceeds of assets on liquidation. | 343 | Immediately |
| 55 | Documents relating to registration of joint-stock company | 356 | With application |
| 56 | Documents relating to registration of other companies | 357 | -do- |
| 57 | Particulars of foreign companies or any change therein. | 379 | 1 month |
| 58 | Accounts of foreign companies (3 copies). | 380 | Annually |
| 59 | Notice of closure by foreign companies. | 383 | Forthwith |
| 60 | Copy of prospectus certified by the Chairman and two directors of foreign companies. | 388 |
Before issuance |
- Reference: From Handbook for Company Secretary by Muktadir’s
Liason Office Return Filling #
List of all return to be filled with the Register: #
The following returns must be filed by foreign companies. There are two types of returns:
1) Annual Return. 2) Returns for any Change in the Entity. #
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Annual Return:
i) Balance sheet ii) Profit & loss account or income or expenditure account (if not trading for profit). iii) Form 23B: Notice by Auditor: to be filed within 30 days of receiving appointment information from the company \[Section 210 (2)]. iv) Filled in Form XVIII: Particulars of mortgages or charges: to be filed within 21 days of the creation of the mortgage or charge \[Section 159 & 391] -
Returns for any Change in the Foreign Company:
i) Filled in form XL: Notice of alteration in the charter, etc. \[Section 277]. ii) Filled in form XLI: Notice of alteration in the address of the registered or principal office of company \[Section 277]. iii) Filled in form XLII: Notice of situation of the principal place of business in Bangladesh or of any change therein \[Section 379 (I)] iv) Filled in form XXXVIII: List of Directors and Managers \[Section 379] v) Filled in form XXXIX: Return of persons authorized to accept service \[Section 379]. vi) Filled in Form XVIII: Particulars of mortgages or charges: to be filed within 21 days of the creation of the mortgage or charge \[Section 159 & 391] vii)Filled in Form XIX: Particulars of Modification of Mortgage or Charge: to be filed within 21 days of modification \[Section 167(3) & 319] viii) Filled in Form XXVIII: Memorandum of satisfaction of mortgage charge: to be filed within 21 days of satisfaction \[Section 12 & 391] ix) Digital copy of original copy of Memorandum of Association & Article of Association should be submitted.
RJSC (The Registrar of Joint Stock Companies and Firms) carries out company-related activities. All companies are liable to report to RJSC from time to time for any kind of changes. As per the Companies Act 1994 entities must submit Returns to RJSC as per the prescribed forms and following the timeline and sections.
Reference: https://www.linkedin.com/pulse/rjsc-return-filing-limited-foreign-company-tfcbangladesh
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