BUSINESS LAW

Time allowed - 11/2 hours

Total marks - 50

[N.B. – The figures in the margin indicate full marks. Questions must be answered in English. Examiner will take account
of the quality of language and the way in which the answers are presented. Different parts, if any, of the same
question must be answered in one place in order of sequence.]

Marks
1. a) Milestone Partners entered into an agreement relating to some significant issues with
Livingstone Company Limited (LCL) on January 1, 2018. Entering into the agreement was
duly approved in a duly convened board meeting of LCL held on December 30, 2017. Quorum
for the purpose of the Board meeting of LCL is presence of five board members and five board
members were present in the relevant board meeting. Subsequently, it was found that out of
five of the directors forming quorum of the board meeting in which entering into the
agreement was approved, one director failed to obtain the qualification shares within the
regulatory time limit fixed on December 25, 2017 and as such his appointment as director at
the time of board meeting was not valid. Subsequently, the board of LCL declined to perform
the obligations under the contract entered with Milestone Partners on the plea that signing of
the agreement was not approved in a duly held board meeting of LCL because of lack of
quorum and as such is not valid.
Give your advice on the defense available to Milestone Partners as per provisions of The Companies
Act, 1994. 5

b) Write down the privileges of a private company over public limited company. What is meant
by the term, ‘the veil of incorporation’. 3+2

2. a) Describe when, how and why a Statutory Meeting of a company is held? What are the
consequences of failure to hold such meeting? 5
b) How does the Companies Act, 1994 provide for application of money received on account of
premium when the shares are issued at a premium? 5

3. a) Describe the circumstances when a Banker must refuse to pay against a cheque. 4
b) “Once a bearer instrument is always a bearer instrument”. Discuss, what are the essential
requisites of a Promissory Note? 3+3

4. a) Can a minor become a member of a partnership firm? If so, discuss his/her rights and
liabilities? Can a firm be liable for the wrongful acts of the partner? 4+3
b) Describe the rules regarding Personal Profits (secret profits) earned by Partner(s) in
accordance with the provisions of Partnership Act, 1932. 3

5. a) Describe the rules regarding compensation for death of a worker? Describe the rules with
regard to maternity benefits as per provisions of The Bangladesh Labour Act 2006 (as
amended in 2013). 3+3
rd
b) Ms. Nadia Sultana, Brand Manager of ABC Bangladesh Limited, joined the company on 23 June
2016. After one month of her joining, she got married. On, 15 December 2017, she took maternity
leave from office. As per Labour Act, she was entitled to get the maternity benefit. The company
calculated the amount of maternity benefit for her which amounted to BDT 250,000.
In which form the company should give her the benefit i.e. through bank or in cash? Explain
the procedure of calculation in light with section 48 of The Bangladesh Labour Act 2006. 1+3

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