Chapter 1

Group 2
Introduction

1.1. Introduction
Management in businesses and organizations is the function that coordinates
the efforts of people to accomplish goals and objectives by using available
resources efficiently and effectively.
Management includes planning, organizing, staffing, leading or directing, and
controlling an organization to accomplish the goal or target. Resourcing
encompasses the deployment and manipulation of human resources,
financial resources, technological resources, and natural resources.
Management is also an academic discipline, a social science whose objective
is to study social organization.
Company is an association or collection of individuals, whether natural
persons, legal persons, or a mixture of both. Company members share a
common purpose and unite in order to focus their various talents and
organize their collectively available skills or resources to achieve specific,
declared goals.
Management practices of any Private limited company and its performance
mainly based on its strategic mission, vision and goals but the different
styles exist in different culture, may be they are effective now but may not
be in the future, because the practices are not unique or not universal or not
without any critics.

1.2.

Origin of the report

We are lucky to say that our honorable course teacher Mr. Abdul Alim Baser, Assistant Professor,
Department of Accounting and Information Systems, University of Barisal, assigned us a report
on Management of Private Limited Company. This report is prepared based on collecting
information from three private limited companies in Barisal, Bangladesh.
We make our survey on Medimet Pharmaceuticals Ltd., MEP Ltd., Khan & Sons Textile Mills
Ltd. We take the information about their management systems.

1.3.

Purpose of the Report

As a business expectative of future, we have to gather experience beside our survey. We should
not concern our lesion only in classroom but to implement it in practical life that will help us in
our future life .A clear objective help in preparation of well-decorated report in which other take
the right type of decision .So, we identifying objectives is very much important. Our purpose of
preparing the report is:

1.4.

To identify the practice of company law in private company.

Present scenario of private limited company in Bangladesh.
Management scenario of private limited company in Barisal.
To gather information about management hierarchy.

Limitation & Scope of the Report

As a student of Accounting & Information Systems, faculty of BBA, 6th semester, this is our first
initiative for making a report on Management of Private Limited Company by meeting a
survey. Beside this, we have faced the following hindrances in preparing this report:

Lack of knowledge and experience.

Lack of sufficient privileges.
Lack of communication facilities.
Lack of reasonable data.
Beaurocratic problem.

The survey report focuses on management of private company. The survey may not be more
comparable or more valid. Moreover, the report is emphasized on the primary data such as
interview managers and employees of company. Here we consider only the information that we
collect from our survey.

1.5.

Methodology of the Study

Designing Report Plan

For our course requirement, we were assigned to make this report. Being assigned we thought
how could we make an effective report. We plan the way in which we can get practical,
authentic, reliable information. We also plan the way of interpreting this information in a
meaningful way to make the report effective and efficient.
Information Source
For preparing this paper, we used Primary & Secondary data.
Collection of primary Data:
This report is prepared based on collecting information from three private limited companies in
Barisal, Bangladesh. We make our survey on Medimet Pharmaceuticals Ltd., MEP Ltd., Khan &
Sons Textile Mills Ltd. We take the information about their management systems. There we
meet with the Managers, Managing Directors and Heads of HRM of those companies.
Information Analysis
The most important task was to analyze and interpret the collected primary and secondary data.
We analyze those data from many angles, in different aspect based on our experience.
Interpretation of data
After analyze the data we have tried to present the information in different segment according to
their category, in compact way. We highlight different important thing, which we find during the
preparation of this report.
Preparation of Report
After doing the above stage we have prepared this report.

Chapter 2
Data
Collection,
Group 2
Data Analysis
& Findings

Company Overview

MEDIMET
7

2.1.1. MEDIMET
Introduction
From its beginnings at the start of the 19th Century, the pharmaceutical
industry is now one of the most profitable and influential in existence,
attracting praise and controversy. A pharmaceutical company or drug
company is a commercial business licensed to research, develop, market and
distribute drugs, most commonly in the context of healthcare. They are
subject to a variety of laws and regulations regarding the patenting, testing
and marketing of drugs, particularly prescription drugs. MEDIMET
Pharmaceutical Ltd, a finished drug manufacturer company occupies a
middle position in Barisal, Bangladesh.

Corporate Value
Customer Focus: Customer satisfaction is the main reason behind
Medimets activities.
Integrity: Medimet conforms to the highest ethical standards.
Social Responsibility: Medimet makes active efforts to improve the welfare
of its community.
Building Leaders: Medimet can not grow without leadership in all sphere of
its activities. Therefore creating leaders is a key priority.
Corporate Family: Medimet recognizes that people are the cornerstone of
Medimets success. It is one big family where each of its expects to be
treated fairly and with dignity.

Corporate Mission
To provide maximum value to its customers.

Corporate Vision
To establish Medimet permanently among the best of innovative branded
generic companies.

Dividend
8

A dividend is a payment made by a corporation to its shareholders, usually

as a distribution of profits. When a corporation earns a profit or surplus, it
can re-invest it in the business (called retained earnings), and pay a fraction
of the profit as a dividend to shareholders. Distribution to shareholders can
be in cash (usually a deposit into a bank account) or, if the corporation has a
dividend reinvestment plan, the amount can be paid by the issue of further
shares or share repurchase.
As a private limited company, Medimet Pharmaceuticals Ltd distribute its
earning annually among the owners of the company.

Directors
An appointed or elected member of the board of directors of a company who,
with other directors, has the responsibility for determining and implementing
the companys policy. The directors of Medimet pharmaceutical ltd is totally
family oriented. There are no independent directors and external directors.

Auditor
An auditor is a person or a firm appointed by a company to execute an audit.
To act as an auditor, a person should be certified by the regulatory authority
of accounting and auditing or possess certain specified qualifications.
Generally, to act as an external auditor of the company, a person should
have a certificate of practice from the regulatory authority.
The financial statement of Medimet Pharmacutical Ltd is audited annually by
Ahmed Zaker & co. which is situated at 45, Shaheed Syed Nazrul Islam
Sarani Bijoynagar in Dhaka-1000. This audited financial statement is not
published for external users and there are no quarterly and half yearly
financial statement.

Corporate Social Responsibility

At Medimet, corporate social responsibility means caring for our employees,
assisting disadvantaged members of our society, and building a sustainable
community and environment.

Corporate Governance
9

Corporate governance broadly refers to the mechanisms, processes and

relations by which corporations are controlled and directed. Governance
structures and principles identify the distribution of rights and responsibilities
among different participants in the corporation (such as the board of
directors, managers, shareholders, creditors, auditors, regulators, and other
stakeholders) and includes the rules and procedures for making decisions in
corporate affairs. Corporate governance includes the processes through
which corporations' objectives are set and pursued in the context of the
social, regulatory and market environment. Governance mechanisms include
monitoring the actions, policies, practices, and decisions of corporations,
their agents, and affected stakeholders.
Medimet Pharmaceutical Limited tries to follow corporate governance
guidelines for all of its employees and workers and ensured labor safety for
overall production process.

10

2.1.2. MEP LTD.

Introduction
MEP (Mohammadi Electric Products) was established in 1974 as a privet
company at BSCIC Industrial State, Barisal. It's start is commercial production
from 1976. At this time the main products was: Switch, Socket, Holder
etc.Due to Quality and Design with comptitive price, the Volumn of demand
increased rapdly. after some years company is being shifted to Hatkhola,
Barisal for much production and Capacity.
For increasing new products and capacity MEP Starts Cables Unit and Energy
Saving Lamps Unit at 1999 and 2013 respectfully. AT the Current System MEP
Produces near about 1000 various Electrical and Electronics Items for its
user.
MEP With Combined with Follwing Companies:
1. Mohammadi Electric Wires and Multi Products Ltd. (MEP LTD.)
2. MEP Energy Saving Lamps Ind. Ltd.
3. MEP Polymer Industries
4. Al Amin Stores

Board of Directors
11

M.E.P is the largest brand of Bangladesh. This Brand is Started its Journey at
1974 in Barisal, Bangladesh. The board of directors of this company are:

Board of Directors

Samsul Alam Chaklader

Chairman
Shokil Alam Chaklader
Director (Marketing)
Dr. Jahangir Alam Chaklader
Managing Director

Corporate Mission
The mission of MEP is to be the premier cables unit and energy saving lamps
in Bangladesh through its commitment to maintaining high manufacturing
standards and its dedication to honest and sustainable business practices.
An important part of realizing its mission is to ensure that the MEP brand in
Bangladesh is a name that inspires trust from its citizens, to do this it must
ensure that it adheres to strict procedures and standards of excellence both
in its manufacturing and distribution sectors. MEP also ensures that it is
socially responsible, it is committed to ensuring that profits from the
company not only go into further growing its business but also into
developing the nation and improving the lives of its citizens.

Corporate Vision
MEPs business model is based on its vision of bringing new levels of
manufacturing excellence to Bangladesh. It aims to provide high quality and
innovative products that fulfill the needs of Bangladeshi citizens from all
walks of life. It also never compromises on the quality of the products that
are delivering to its customers.

12

Corporate Values
It value its commitment to setting and achieving the highest standards in
manufacturing. In addition to setting high standards it is also committed to
keeping in-line with the latest technological advancements in its field to
ensure that it is delivering the best possible product to its customers.
It value its need to be price competitive while not sacrificing on
product quality.
It value the need to create an honest, open and enabling environment
for its employees, making sure its employees are happy with their jobs
is of utmost importance, as is ensuring that it is consistently
developing the capacity of our human resources.
It value the needs of its customers, it is committed to building a
relationship with them based on integrity, loyalty and trust.
It is a socially responsible company that is dedicated to improving the
lives of the people of Bangladesh through charitable projects.

Products
The products of MEP are symbols of elegance, quality, efficiency and
durability as we believe in maintaining a long-term relationship with our
customers. Nothing is more important than the expectation of the consumers
of MEP brand. It remains firmly committed and dedicated to provide best
quality products to its clients.
MEP constantly goes on upgrading its systems and apply modern technology
to meet the ever growing expectations of its customers with highest degree
of professionalism. Being market leader, It holds its committed to delivering
state-of-the-art products. MEP has embarked on a joint collaboration with
Taiwan by availing service of Taiwans finest engineers and utilizing
Bangladeshs proven industrial expertise to provide the best quality Cables
Unit and Energy Saving Lamps at competitive prices.
Currently it is undergoing a massive restructuring of the company and hope
to introduce more high-tech and quality products in the future.
1.
2.
3.
4.
5.
6.

MEP cables
CLF lighting
LED lighting
Tube light
MEP rechargeable fan.
MEP rechargeable lantern
13

7. MEP AVS.
8. Gang series
9. Egm series
10.
King series.
11.
Celling rose series.
12.
MEP Xtream TAB 9.6.

Social Responsibility
It provides good working conditions to its labor and strictly prohibit child
labor as well as discourage the practice of the same.

Sales Monitoring System

It has successfully established strong distribution system throughout the
country with 167 distributor points. It has Zonal In-charge, Sales Supervisor,
Sales Representative/Sr. Sales Representative working under two zone
coordinators and sales are monitoring by them.
To monitor the sales activities, software has been developed to generate
different reports with the SMS sent by our sales force everyday and with the
reports our zonal coordinators analysis performance of the Sales force, sales
growth evaluating salesman activities.

Data collection procedure

MEPs sales forces are working in the field level at its scheduled route which
is set by the sales department early, to collect the product order from the
outlets every day and distributors are responsible for delivery of the orders,
collected by the sales force. End of the day, after collecting orders, its sales
forces are placing orders to distributors for delivery as well collect the
delivery data against order collection of previous day.

Advertising
Efficient marketing of the products is a key success element. The MEP
management has a dedicated team in the corporate office who analyzes data
received from the field and also from other sources to formulate marketing
plans on an annual basis. After the identification of the target market and
population statistics, the following advertising and sales promotion activities
are undertaken in the market place.

14

Local & International fair participation.

T.V advertisement
Radio Campaigns
Leaflet
Local Paper Ads
Posters

15

2.1.3. KHAN & SONS TEXTILE MILL

Introduction
Khan & sons textile mill was established in 1995 as a privet company at
BSCIC Industrial State, Barisal. It's start is commercial production from 1995.
At this time the main products was thread, braids etc. Due to Quality with
competitive price, the Volume of demand increased rapidly.
16

It is 100% export oriented company. It exports all of its finished goods to the
European countries. And import its raw materials form India and many other
countries.

Economic Environment of Bangladesh

Bangladesh economy managed to maintain the growth momentum in
Financial year 2014 notwithstanding the political unrest and moderate
recovery of global economy. The real GDP growth increased by 0.1
percentage point, from 6.0 percent in Financial year 2013 to 6.1 percent in
Financial year 2014. The nominal GDP of the country was Taka 13509.2
billion in Financial year- 2 0 14 which was about 12.7 percent higher than
that of Financial year 2013. The per capita real GDP and GNI are estimated at
Taka 49726.0 and Taka 53040.0 respectively in Financial year 2014. The per
capita nominal (DP and GNI, However, in the same year are estimated at
Taka 86731 and Taka 925 10 respectively. Country's per capita real and
nominal GDP increased by 4.7 and 11.2 percent respectively in Financial year
2014 compared to Financial year 2013.
Aided by strong agricultural growth of 3.4 percent, GDP growth during the
year was also supported by 5.8 percent modest growth in services sector and
moderate growth of 8.4 percent in industry sector. The expansion of the
economy during the year was broad based, reflected in positive growth by all
sectors and sub-sectors of the economy. Out of the overall GDP growth of 6.1
percent in Financial year 2014, 3.1 percentage points was contributed by
services sector. followed by industry sector (2.5 percentage points) and
agriculture sector (0.5 percentage point).
T'he textile sub sector had to continue its operation through adversity alike
other sectors of the country.

Board Audit Committee

The Audit Committee of the company held one meeting during the year
under report. All the committee members attended the above meeting. The
Audit committee has been playing significant role in guiding the internal
management. The committee reviewed the draft financial statement,
financial position of the company, and report of tile auditors and the
operational results of the company, from time to time.

17

Human Resource Management

Khan Sons Textile Mill aims to generate more employment and take the
national economy into account. The mill, in spite of being located at a less
developed area and a non-gas zone like Barisal, has not only earned profit
out of production: but also has been able to ensure ample employment
opportunity. It believes that the active participation of skilled manpower can
make only endeavor successful. The mill had to face much difficulty at the
beginning as Barisal is a backward area and there is an acute scarcity of
skilled manpower in Barisal. But later Khan Sons Textile Mill was successful in
its endeavor to convert the manpower to a skilled one by various training
and encouragements. Essential facilities like fire service, day care center,
Prayer room etc are ensured in the factory to let the workers carry on their
work unhindered, At present, there is a total of 45 officers, 186 staff and
1562 workers working in Unit 1,2 and 3, You will be happy to know that the
company arranges the cultural functions regularly along with games and
sports. The participation of all workers is spontaneous, which has established
a healthy working atmosphere in the company.

Dividend
The company could not attain the target in business because of
unsurpassable obstacles in terms of poor crisis, discriminatory rate of' power,
Five times increases of electricity cost on a number of occasions in the last
few years including 2014. High price of raw cotton, three times price hike in
the gas rate, devaluation of Taka, spare parts causing high cost of
production. Due to the world recession the sakes price of finished goods fell
down. As a result the Khan Sons Textile Mill became unable to obtain desired
profit and the profits which are earned distributed to the company owner.

Corporate Governance
In recent time, The corporate governance is widely discussed and taken into
consideration all over the world The main objective of corporate governance
is to ensure publicizing the transparency and accountability through a mix of
national and social responsibilities with the company's individual outcome.

Auditor
The Auditor of the company Shah Mojmder & Co., Chartered Accountants will
retire at 29th Annual Meeting and being eligible qualifies for re-appoint under
section 210(3) of the companies Act 1994. A resolution will be placed in the
18

meeting for the approval of appointment of Shah Mojmder & Co., Chartered
Accountants and fixation of their remuneration.

The companies act

1994
(Act. Xviii of 1994)
A private company
limited by shares
19

2.2.1. Preliminary
The Regulations contained in the schedule-1 of the companies Act , 1994 shall apply to this
company with respect to such provisions as are applicable to a Private Limited Company , so far
only as they are not negative or modified by or are not contained in the following articles or any
other articles that may from time to time be framed by the company.
In construing of these Articles unless there shall be something repugnant in the subject or context
inconsistent there with :a.
b.
c.
d.
e.
f.
g.

i.

"Act" means the Companies Act, XVIII of 1994.

"Company" means the .. .. LTD.
"Office" means the Registered Office of the Company for the time being.
"Year" means the English Calendar year as followed by the Company.
"Month" means the calendar month according to the English Calendar year.
"Directors" means the Board of Directors of the Company for the time being.
"Board" or "Board of Directors" means the Board of Directors of the Company for the
time being.
h. "In Writing" means written or printed, partly written and partly printed and includes
lithography, type printed and other means representing word in a visible form. Word
imparting the singular number only includes the plural number and vice versa.
"Member" means the legal owner the share name where of being appeared in the Members register.

2.2.2. Private company

The Company is a Private Limited Company within the meaning of section 2(1) under clause (Q) of
the companies Act,1994 and accordingly the following shall apply:a. No invitation shall be issued to the public to subscribe for any share, debenture of the
company;
b. The number of members of the Company (exclusive of the persons in the employment of the
company) shall be limited to fifty; and
c. The right to transfer shares of the company is restricted in the manner and to the extent
hereinafter provided.
20

2.2.3. Share capital

The Authorized Share Capital of the Company is Tk. 10,00,00,000/- (Ten Crore) divided into
10,00,000 (Ten Lac) Ordinary Shares of Tk.100/- each with power to increase or reduce the same
value of its shares.
Subject to the provisions of the Articles, the share shall be under the control of the directors who
may allot or otherwise dispose of the same.

2.2.4. Commencement of business

The business of the Company shall be commenced from the date of incorporation of the company.

2.2.5. Share certificate

The certificate of title to share and duplicate thereof whenever necessary shall be issued to the
members under the common seal of the company and shall be signed by the Chairman and
Managing Director of the company.
If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such evidence
being produced and such indemnity (if any) being given as the Directors require and (in case of
defacement or wearing out) on delivering of the old certificate and on payment of such sum not
exceeding Tk.5.00 as the Directors may from time to time require.

2.2.6. Lien
The company shall have a paramount lien on every share (not being a fully paid share) for all
moneys called or payable at a fixed time in respect of that share, the company lien, if any, on a share
shall extend to all dividends payable thereof.

2.2.7. Transfer and transmission of shares

No transfer of any share shall be made or registered without the approval of the Board of
Directors who may without assigning any reason decline to give any such approval and shall
decline any transfer involving contravention of clause 3(b) of these articles. No share shall be
transferred to any outsiders as long as any existing member is willing to purchase the same at a
fair value to be determined by the Directors in a Board Meeting.
The certificate of shares shall accompany the Instrument of Transfer of shares for transfer of shares
previously approved by the Board of Directors.
In the case of death of a member, the survivor where the deceased was a joint holder, and the legal
personal representative of the deceased where he was a sole holder, shall be the only persons
recognized by the company as having any title to his interest in the shares, but this Articles does not
release the estate of a deceased sole/joint holder from any liability in respect of the said share.
21

2.2.8. Borrowing power

The Managing Director may from time to time with the approval of the Board of Directors may
borrow from any source either from any commercial or schedule banks, or financing institutions or
firms any sum of money required for the purpose of the company and secure the payment or
repayment of such money so borrowed in such manner and upon such terms and conditions in all
respects duly approved by the Board of Directors deemed fit in particular by hypothecation or
charge on all or any part of the property of the company (both present and future) including its
uncalled capital for the time being.

2.2.9. General meeting

The general meeting of the company shall be held within eighteen months from the date of
incorporation of the company and thereafter once in every calendar year (not being more than
fifteen months after holding of the last preceding general meeting) at such time and place as may be
decided by the Directors of the company. The above mentioned general meeting shall be called
"ORDINARY GENERAL MEETING" and all other general meeting of the company shall be called
"EXTRA-ORDINARY GENERAL MEETING".
The Directors may at any time call an extra-ordinary general meeting and an extra-ordinary general
meeting may also be called on requisition made by the shareholders in accordance with the
provisions of section 84 of the companies Act 1994.

2.2.10. Appointment and removal of a director

The company may appoint or remove a Director from the company in its Annual General Meeting.

2.2.11. Proceeding of general meeting

Subject to the provision of section 87(2) of the Companies Act, relating to special resolutions at
least fourteen days notice specifying the place, the day and the hour of the general meeting and in
case of special business, the general nature of such business, shall be given to the members in such
manner as may be prescribed by the company in a general meeting, but accidental omission to give
such notice, to or non-receipt of such notice by any member shall not invalidate the proceedings of
the general meeting. A general meeting may, with the consent in writing of all the member be
convened by a shorter notice and in any manner they think suitable.
No business shall be transacted at any general meeting unless the quorum of members is present at
the time when the meeting proceeds to transact business. TWO members personally present shall
form the quorum of any general meeting.

2.2.12. Vote of members

22

No member shall be entitled to vote unless all installments or calls or other sum or sums presently
payable by him, in respect of his holding of shares in the company has been paid.

2.2.13. Directors
Until otherwise determined in the general meeting the number of Directors of the company shall not
be less than TWO and not more than TEN.
The following persons shall be the first Directors of the company.
1.

2.
.
The qualification of a Director shall be holding of share of 1000 (One thousand) ordinary shares
of Tk.100/- each in the Share Capital of the Company in his/her own name alone and not jointly
with any others.
The remuneration of a Director shall not exceed Tk.500/- (Taka five hundred) each for meeting of
the Directors attended by him together with such traveling and other expenses as may be incurred
for attending the meeting.
If any Director be called upon to perform any extra service or to make any special exertion for the
Company, the Directors so doing may be remunerated either by a fixed sum or by a percentage on
the profit of the Company as may be decided by the Company in General Meeting.
Every Director shall vacate his office in the event of:
a.
b.
c.
d.

He is failing to obtain the qualifying share.

He becoming bankrupt or insolvent or on becoming unsound mind.
He resigning from the office by giving notice in writing to the company.
And if he acts in contravention of the section 86(f) of the Companies Act 1994.

2.2.14. Quorum
Until otherwise determined by the Company in general meeting 2 (TWO) Directors present in
person shall form the quorum of board meeting.

2.2.15. Power of directors

The Management and control of the business of the company shall be vested in the Board of
Directors who in addition to the powers and authorities by these presents or otherwise expressly
conferred on them may exercise all such powers and do all such acts and things as may be exercised
or done by the company and are not hereby or by the act expressly directed or required to be
exercised or done the company in general meeting, but subject nevertheless to the provisions of the
act and of these presents and to any By-law from time to time made by the Company in general
meeting, provided that no regulation so made shall invalidate any prior act of the Directors which
would have been valid if such regulation had not been made.

23

Without prejudice to the general powers conferred by the last preceding Article and the other
powers conferred by these presents, it is hereby expressly declared that the Directors shall have the
following powers that is to say, power:a. To pay the costs, charges and expenses preliminary and incidental to the promotion,
formation, establishment and registration of the Company.
b. To purchase or otherwise acquire for the Company any property, rights or privileges that the
Company is authorized to acquire at such price and generally on such terms and conditions,
as they think fit.
c. To pay for any property, rights, and privileges acquired by the company in cash or in shares
of the Company and any such shares may be issued either as fully paid up or with such
amount credited as paid up thereon as may be agreed upon.
d. To secure the fulfillment of any contract or engagements entered into by the Company by
mortgage or charge on all or any of the property of the Company and its unpaid capital for
the time being or in such other manner as they may think fit.
e. To accept from any member, on such terms and conditions as shall be agreed but subject to
the provisions of the act, as surrender of his share or any part thereof.
f. To deal with any of the moneys of the Company not immediately required for the company's
purpose in or upon such investments or securities (not being shares in this company) and in
such manner as they may think fit, and from time to time to vary or realize such
investments.
g. To provide for the welfare of the employees or company and their wives and dependents and
to award bonus or other payments for the benefits of such persons as may appears to the
Directors just proper and to set aside a portion of the profit of the company to form a fund to
build or contribute to the building of houses and subscribing to provident fund and other
funds and establishment of schools, recreation centers and hospitals which will, the opinion
of the Directors, tend to increase the repute of the company among its employees and the
public.

2.2.16. Chairman
. shall be the first Chairman of the Company for a period of 5 (Five) years from the
date of incorporation. He will preside all over the meeting and supervision all the activities of the
company.

2.2.17. Managing director

.. shall be the first Managing Director of the company for a period of 5 (Five) years
from the date of incorporation. His remuneration shall be fixed by the general meeting.
24

Subject the control and supervision of the Board of Directors, the Managing Director shall exercise
the following powers:a. Control over the management of the business of the company with full power to do all acts,
matters and things deemed necessary, proper and expedient for carrying on the normal day
to day business of the Company.
b. To make and sign all contracts to the business of the Company including contracts for sales
and purchases and contracts for leases of property.
c. To have the engagement and dismissal of managers, other officers, assistants, clerks, agents
and special services and to determine their authorities and duties and to fix their authorities
and to fix their remuneration's.
d. Full power to draw, sign, accept, endorse and negotiate, on behalf of the company, all bills
of exchange, promissory notes, cheques, government papers and securities and all other
instruments as shall necessary, proper and expedient for carrying on the business of the
company.
e. To sign all receipt for money paid to the company and all vouchers of payment made by the
company and such signature shall be an effectual discharge for the money's therein stated to
have been received or paid.
f. All the power, authority and discretion of the Board of Directors of the Company except as
those which are otherwise stated by the Companies Act 1994 or by these presents are
expressly directed to be exercised by the Board of Directors collectively or by the
shareholders in general meeting.

2.2.18. Bank account

The company shall open Bank Account(s) with any schedule Bank in Bangladesh and abroad and
shall be operated the same by the Joint Signature of the Chairman and the Managing Director or as
per decision by the Board of Directors of the company.

2.2.19. Common seal

The common seal of the Company shall not be affixed to any instrument except by the authority of a
resolution of the Board of Directors in the presence of at least two Directors who shall sign such
instrument to which the seal of the Company is so affixed in their presence.

2.2.20. Accounts
The Directors shall cause to be kept proper books of account with respect to:a. All sums received and spent by the Company.
b. All sales and purchases of goods and services by the Company.
c. The assets and liabilities of Company.
The books of account shall be kept at the registered office of the Company or at such place as the
Directors shall think suitable and shall be open to inspection by the Directors during business hours.
25

2.2.21. Audit
Once at least every year the accounts of the Company shall be examined and the correctness of the
profit and loss account and balance sheet ascertained by one or more Auditors appointed for the
purpose and the provision of section 210 to 213 of the companies Act 1994.
The company in general meeting shall fix the remuneration of the auditors except that they fix the
remuneration of any auditor appointed by the Board of Directors.

2.2.22. Indemnity
The Managing Director and Directors, Officer, Servant shall be indemnity by the Company for all
losses and expenditure incurred by him or them respectively in or about the discharge of their duty
except their willful Act, neglect or default and shall be the duty of the directors to pay out of the
fund of the company in cash all losses and expenses which the Managing Director or any other
directors, officers or servants may in any way incur in the discharge of his or their duties and the
amount for which indemnity is provided shall immediately attach a lien on the property of the
company and have priority over all claims.

2.2.23. Arbitration
If and whenever any difference shall raise between the Company and any of the members of their
representative touching the construction of any of the Article herein contained or any Act. matter or
thing mad, done or omitted in regard to the rights and liabilities arising hereunder or arising out of
the regulation existing between the parties by reasons of these presents or of the statutes or any of
them, such difference shall be forthwith referred to two Arbitrators, one to be appointed by each
party and difference to an Umpire to be chosen by the Arbitrators before entering on the
consideration in accordance with the provisions of the Arbitration Act, 2001.

2.2.24. Winding up
It the company shall be wound up, the surplus assets shall (subject to any rights attached to special
class of shares forming part of the share capital for the time being of the company) be applied first
in the payment of the capital paid up on the ordinary shares and the excess (if any) shall be
distributed among the members holding ordinary share in proportion of the member of ordinary
shares held by them respectively at the commencement of the winding up.

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Data Analysis & Findings

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Chapter 3
Recommendations
&
Group
2
Conclusions

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3.1. Conclusion
This report introduced to analyse the Management Systems of private Limited Company. We
presented Information about three private Limited company in Barisal division. Among these
three companies, one is export-oriented company. Based on our analysis, we have identified that
all of the three company follow The Company Act 1994 for their management.
As can be found from the study, human resources in private limited company were enjoying
comparatively lower facilities. Employees of the private limited company getting moderate
number of bonus and compensation. The employees in private limited company are not fully
satisfied with salary scale, job position, promotion scheme, and working environment and very
worried about working hours and work pressure. Most of the employees are less satisfied with
HRM polices and practice.
The way of achieving goal and how actions would be carried on to do so is determined by its
management style.
The private sector plays an important role in the economy of the country. The have greater
contribution in our GDP. The Govt. has taken various steps to increase the private sector. Govt.
gives tax rebate facilities for the expansion of this sector. As we know that success of every
company depends on its successful management system.

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3.2. Recommendation
Based on our survey and analysis of those companies information, that we collected from those
companies responsible party, we have some recommendations about private Ltd. company and
there management system---- The private Ltd. Company should have external auditor.
It should have voluntary disclosure of financial and non-financial information.
It is not statutory to have an independent director but it is necessary to have an
independent director for the betterment of the members.
All private Ltd. Company should practice CSR.
All private Ltd. Company should practice corporate governance for both the employee
and public.
The salary package and administrative status of private limited company need to
restructure to motivate employees.
To develop human resources, the private limited company should undertake different
HRD programs including continuing education and training.
Private limited company should organize seminars, workshops, conferences on regular
basis that would definitely help to develop knowledgeable work force, create awareness
and change mental attitudes among the professionals.
The Govt. should provide incentives until the private company reaches a sustainable
position.
The Govt. should increase the duration of tax rebate for the new private companies.

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References:

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