Final exam (law200)

Answer to the question no 1

Fact: There is a contact made between buyer “Y” and seller “X”. Y gave X a cheque in
order to delivered goods but seller “x” refused to deliver goods as the cheque is
dishonor by the bank.
Issue: whether it is possible to hold the goods until get payment for seller “X”
Legal analysis: a seller of goods is an unpaid seller within the meaning of the sale of
goods act when the whole price has not been paid or tendered or when a bill of
exchange or other negotiable instrument has been received as conditional payment and
the condition on whine it was received has not been fulfilled by reason of the dishonor of
the instrument or otherwise, this definition is very on per with the seller X.
This are the rights hold buy the seller when he is an unpaid seller. Because of these 3
terms meet their condition
1.he must be unpaid and the price must be due, in that case it is true and similar
2.he must have an immediate right of action for the price, where we will discuss the
action below, as the seller hold the power
3.a bit of exchanged or other negotiable instrument was received but the same has
been dishonored, and here comes the main problem, cheque was received but got
dishonored by the bank, so seller has now hold almost all the rights to sue or hold the
product.
Right of an unpaid seller
Here are some right of an unpaid seller
1.right of Lien: for the recovery of price an unpaid seller has a right to keep the goods in
his own possession – so buy holding the goods seller X is exercising these rights and it
is legal and justified.
2.Right of stopping- IF the buyer becomes insolvent, an unpaid seller has a right of
stopping the good in transit.- is this case the cheque was bounced so it might be
possible the buyer has become insolvent for the time being and seller X can stop the
delivery.
3.right of resale: an unpaid seller is considered the owner the goods until he is not paid
by the buyer, so in that case this case is in per the bounce cheque, and seller can sell
his goods subject to few conditions, these conditions are like a extended date for
payment or agreement. After that seller can seel it wherever he wants.
4.suit for interest and special damages: the unpaid seller can recover the reasonable
interest on the unpaid goods sold. The seller can also sue the buyer for special
damages where both the parties are aware of such loss at the time of contract. This
contact is valuable if the goods are foods or medicine which takes refrigeration keep or
some sort of goods that need extra protection means more cost.
Conclusion: the seller X has this right above and can take action against buyer, as the
document is very strong (cheque). And his holding the delivery is justified.

Answer to the question no 2

Fact: a worker called Harim has worked in a factory foe 11 years. Now he wants to quit
this job so which procedure will he use to inform his employer about his decision.
Issue: what are the service benefits that can expect as per Bangladesh labor act
2006?
Legal analysis: In a given period of time, the amount of pension benefit ensued by a worker
by working actively in a certain time period is called service benefit.

According to Section 14 and 27, when a permanent employee is ended 5 years of constant
service or more but less than 10 years, then, he/she will be paid at a rate of 14 days’ wages for
every whole year of service. Again, if he has finished 10 years of continual service or more, then
he/she shall be paid at the rate of 30 days’ wages for every complete year of service. Such
plans necessitate employers to capitalize or raise funds to make services to their employees in
the future after they have given up work. So mr Harim worked more than 10 years means he
can obtain 10 months of salary for his service benefits. Before he leaves, he need to make a
resign letter mentioning the reason and cause, A good resignation letter will be short,
professional and demonstrate good faith. Once it's submitted and accepted you can't take it
back without the agreement of your employer. The purpose is to tell your employer in writing
that you will be leaving the company, and when your leave date will be. If they have verbally
offered something, such as gardening leave, mention this in the letter. This can protect you from
any disputes down the line. It can also help you leave on good terms: State that you intend to
carry on with professionalism for the duration of your notice. It's also an opportunity to recognize
and thank people who have supported you at the company. Then Mr harim need to notice his
boss. And there is a notice period when you have to let the employer know before certain days.

Conclusion: so this are detailed way to quit a job and if you have served for a period you are
entitled to the service benefits

Answer to the question no 3

FACT: Banglar Mati Pvt. Ltd., has five members only. All the members of the company were
going
by car to Sylhet in relation to some business. An accident took place and all of them died.

Issue: under the Companies Act, 1994 whether existence of the company has also come to the
end? Explain.

Legal analysis: yes, according to law 1994 there are reason which means the company has
come to the end here the explaining
According to Section 234 of the Companies Act, 1994 there are three modes of winding up of a
company which are given below: -

1.Winding up by Court.
2.Voluntary Winding Up.
3.Winding up subject to supervision of the court.

In this case the company can be shut down by all these three ways. as the all the members are
death and this is nowhere possible to run as its own.

The main bases for closing company by the help of court are as

Winding up by court

By special resolution: A company has been passed exceptional resolution to be wound up by

the court. This is an exceptional case where all the members are death now it is close to
impossible to hold meting and take decisions by the companies and the problem is its private
company not a public so this are all the shareholders. Very hard to elect members behalf of
members. So, this is a special resolution

Number of Members: A public company may be wound up if its members are reduced below
seven. In case of private limited company less than two. Here this private company had 5
members and unfortunately now 0. So, it doesn’t meet the criteria of having at least 2 members
so this can be fall in winding up by the court.

Failure to pay debt: If a company is not in position to pay its debts, it may be wound up by the
court. After the death of all member, it is likely going to fall in debt because having alternative
member for all the members is close to impossible. So before it’s going to debt, court can
winding it up

Ceases to be a listed company: The court may wound up a company, if it ceases to be a listed
company. This is normally for the public limited company, if a company is listed and stopped
then court can end its process.

Voluntary winding up
Members Voluntary: In case of member’s voluntary winding up, the directors declare in the
meeting of shareholders that the company is fit for liquidation. The meeting then passes a
resolution for voluntary winding up and appoints liquidators themselves. This can be done by all
the nominees of the members they can come to an arrange mane t and distribute the
remaining assists.

By special resolution: If the company resolves by a special resolution that the company be
wound up, the company then will be put to an end. Accident and death of all member a very
sad and reason to close.

Final meeting and dissolution: When the affairs of the company are finally wound up, the
liquidator shall call a general meeting of the shareholders and place before them the full
accounts of the company and send its copy to the registrar within one week of the meeting. The
company shall be dissolved on the expiration of three months on the receipts of the copy of
account and other relevant documents from the liquidators.

Winding up subject to Supervision of the Court:

According to Companies Act 1994, a voluntary winding up of a company can also be carried
under the strict supervision of the court

When a company has passed resolution for voluntary winding up, the court may its own
motion or on the application of any person, makes an order that voluntary wining up shall
continue, if company is no more able to pay its debts.

Conclusion: this are the way to winding up the company and I gave the reason to why this
company should be put to an end . this are some special cases very rare, normally one or two
members die and their family or relatives take over the place.

Answer to the question no 4

Fact: A Public company was incorporated as per the Companies Act, 1994. It issued prospects
inviting the public to subscribe for its shares. Can it commence its business right from the date
of
incorporation?

Issue: Can it commence its business right from the date of incorporation? Explain the whole
procedure for the formation of a public company.
Legal analysis: no, a public ltd can not start business right from the date of incorporation, after
incorporation certificate the public ltd will need commencement certificate.

Public company: A public company is a company which is owned and traded publicly. The
minimum number of persons required to form a public company is seven.

The process of formation of a company can be divided in four stages

* Promotion,
* Incorporation or Registration,
* Subscription,
* Commencement of Business.

Promotion

This is the very beginning stage of formation of a company. In this stage some preliminary
works are done. Before a company can be formed, there must be some persons who intend to
form a company and who take the necessary steps to carry that intention into operation. Such
persons are called promoters. The promoter is a person who the promotion is the first stage in
the formation of the company. Promotion may be defined as “the discovery of business
opportunities and the subsequent organization of funds, property and managerial ability into a
business concern for the purpose of making profits there from.”

Incorporation or registration

The second step for establishment of a company is to get the company incorporated or
registered. The promoters prepare and file number of documents to register the company.
These documents as under:

a. Filling of documents
i. Memorandum of association
ii. Articles of association
iii. Registered office
iv. Statutory declaration
v. List of Directors
vi. Written consent (approval) of directors
vii. Declaration of the qualifying shares

b. Payment of registration fees

c. Certification of incorporation
If all the above documents approved by the registrar, then he will issue incorporation
certificate. After receiving the incorporation, the private limited company can commence
business but public company requires commencement certificate.

Subscription

A private company can commence business on receipt of certificate of incorporation. However,

a public company has to fulfill another requirement of subscription to obtain the certificate of
commencement of business. Following are the requirement of subscription.

a. Resolution for appointment of chairman, bankers, auditors,

secretary, etc.
b. Resolution for different contracts
c. Listing of shares in a stock exchange
d. Print and issue of prospectus
e. Invitation of application for shares
f. Allotment of shares
g. Send allotment letters
h. Share certificates to shareholders within 2 months of allotment

Certificate of Commencement of Business

A private company can commence business immediately after incorporation. However, in the
case of companies other than the private company and a company having no share capital,
further requirement is to be compiled with, namely, obtaining ‘a certificate of commencement
of business’ before it can commence its business.

Conclusion : this are the way to form a company and following this would lead to a public ltd
company