Question 1

What is Corporate Governance? Discuss the need for corporate governance

for the company management.
Answer
One of the most important aspects of current corporate law is corporate
governance. Corporate governance deals with the internal affairs of a
company. The answer is looking at the impact of the UK Corporate Governance
Code on the company's internal affairs. To get the answer, we need to explain
the definition of corporate governance here. The responsibilities, structures,
and principles by which a company acts within the company are called
corporate governance. Today, Bangladesh's corporate governance system lays
the legal and regulatory foundation on which a company is formed and
operated, and is an important part of the legal framework in which a business
is conducted.

Corporate Governance a concept that refers to the ideal way to ensure

corporate accountability to stakeholders – has grown to its current importance
due to corporate-level scandals in the world's major economies. The lessons
learned from these scandals have brought about some positive changes in the
world's developing economy-a positive change aimed at improving corporate
accountability and performance. The purpose of this study is how this concept
applies, what problems arise, what ideas exist, and how it affects a company's
reputation and performance. And finally to assess its relevance in the context
of Bangladesh, where listed companies exist. Owned and managed primarily
by the family. To improve corporate governance and accountability, consider
an active board of directors with a balanced mix of executive and non-
executive directors and representatives of all shareholder/stakeholder groups.
Separation of roles of CEO and chairman. Formation of a board of directors;
regular changes in the auditing company, to name a few.
The OECD (2004) has updated its Corporate Governance Principles. It
describes corporate governance as a mechanism for organizing interactions
between shareholders, directors, management, and other stakeholders known
as company stakeholders.

Some companies may view corporate governance as a waste of time and

money. On the other hand, a good corporate governance structure has several
advantages. Corporate governance is beneficial to a company, but its value
depends on how users use it. As mentioned earlier, corporate governance sets
out the rules, concepts, and laws that companies can use to regulate and
control their business activities. However, for things to be effective,
organizations need to implement them properly. Corporate governance is very
important for several reasons. As mentioned earlier, the demand for corporate
governance stems from past high-profile failures. Corporate governance
ensures that these companies are not in trouble. For this essay, I have listed
the eight most important aspects of corporate governance:

1. Minimize agency issues: When an agency acts as an agent for another

entity Occurs. A sort of agency relationship exists in businesses when
management works on behalf of the shareholders. In rare cases, the
board of directors may not act in the best interests of the shareholders.
Corporate governance addresses this issue by ensuring that the
shareholder's and management's goals are aligned.
2. Protect Stakeholders: Corporate governance protects a company's other
stakeholders in addition to minimizing agency concerns. Internal and
external stakeholders may be involved. Corporate governance defines
that a company must have stakeholder connections. This clarifies the
 rights of each stakeholder so that the company can fulfill its rights in this
way.
3. Attract Investors: Corporate Governance provides a structure of
corporate best practices. It guarantees that a company's operations are
efficient as a result of this. It also safeguards the interests of shareholders
and other stakeholders, as previously stated. Investors would always
choose firms with solid corporate governance when looking for
companies to invest in. Corporate governance can attract new investors
in this way.
4. Facilitating Accountability: A sound, transparent and reliable financial
reporting system is guaranteed by a good corporate governance system.
In this way, corporate governance contributes to corporate
responsibility. Accountability also helps with the above factors, such as
B. When attracting additional investors or protecting stakeholders.
5. Risk mitigation: Corporate governance is also involved in mitigating
corporate risk. The audit or risk committee is one area where this can be
supported. These committees are responsible for managing and
mitigating the risks companies face from a variety of sources. By
establishing such an organization, corporate governance ensures that
the risks faced by the organization are minimized.
6. Maintaining Compliance: A company has a complex business structure.
As a result, you need to comply with various laws and regulations.
Corporate governance is also relevant in this area to ensure that
companies fulfill their responsibilities. A company's risk management
process also includes compliance with rules and regulations. Companies
can prevent unnecessary problems by complying with the law.
7. Corporate governance also helps companies maximize operational and
organizational efficiency. Many companies have poor governance and
poor results. Corporate governance sets the framework for operating a
 company, allocating resources, innovating, and implementing
strategies. As a result, it is also characterized by the efficiency of the
company.
8. Ensure Corporate Social Responsibility: Corporate social responsibility is
one of the areas that corporate governance introduces. It mainly refers
to how businesses engage with their surrounding environment.
Corporate social responsibility allows businesses to evaluate the
environmental effect of their activities. It also emphasizes social
responsibility and sustainability.
Question 2
What is Financial Crime? Discuss why Financial crime frequently occurred in
Bangladesh.
Answer
Economic crimes are defined as nonviolent crimes that bring financial benefits
to the perpetrator and harm others and the nation. Corruption (bringing,
speed money, kickback, etc.); fraud or fraud (accounting, checks, credit cards,
mortgages, insurance fraud, counterfeit invoices, securities or investment
fraud, computer fraud, etc.). Misconduct or misuse of information related to
financial transactions. Deal with crime (money laundering) and tax evasion
revenues. Avoiding foreign exchange restrictions; illegal cross-border
remittances or cashing. Illegal cross-border remittance or cashing (insider
trading and market manipulation). Bangladesh is considered a paradise for
financial criminals. The fact that the informal economy or shadow economy is
much larger than the legal economy is evidence of this, as revealed in several
independent publications. The type of cross-border remittance is a monetary
transaction in Hundi or the black market. Two major global financial centers,
Dubai and Singapore, are considered to be the most popular places in the
Hundi settlement. In addition to some of the wage worker's income, it is also
proposed to transfer or maintain various fees/fees abroad as a way to fund
hundreds of dollars for all payments.
Our most famous financial crimes are:
1. Abuse of public authority or status for personal gain or for the benefit of
a loyal group.
2. Non-disclosure of real income tax evasion, non-payment of income tax,
unmanageable contracts with tax authorities, and excessive use of tax
exemption privileges are examples of this category. Paying low tax rates
that legalize income without disclosing the source has been seen as a
trend that encourages criticized crime. You can also buy real estate or
trade in capital markets without disclosing your source of income.
Taxable imports are also not charged, resulting in loss of government
revenue.
3. Loan defaults Intentional defaults, skimming of funds from projects for
which a loan has been granted, etc.
4. Accounting fraud – Creating ledgers, keeping individual books for
different stakeholders (tax authorities, banks, shareholders, etc.),
combining personal and corporate / corporate financial records, etc.
5. Frequent murine lectures to deceive international job seekers (local job
seekers have also been recently targeted). Counterfeit banknotes are
also a concern.
6. Capital flight: Use over-accounting and doggies to move money, front
companies maintain a share of export revenues, and use offshore
accounts to collect fees, rebates and bribes. It is widely reported that
many Bangladeshi have acquired foreign citizenship or resident status
in the investor category.
7. Smuggling-Every year, an estimated $ 1 billion worth of taxable goods
are smuggled from India alone into the country.
 Question 3
What is Labour Law in Bangladesh?
Answer
Bangladesh is a densely populated country with the majority of its population
working. Most working groups, companies, and clothing companies have their
own rules and regulations, but they all have to follow basic legal standards and
create rules accordingly. Bangladesh Labor Law, often known as Federal Labor
Law, is governed by the 2006 Labor Law and the 2015 Labor Regulations. This
article deals with the workers' rights of the following workers: B. Weekly or
annual leave rights, as well as working hours, compensation, and other
allowances. Employed by a business or industry to perform skilled, unskilled,
manual, technical, commercial advertising or clerical work, or wages or
employment work, either directly or through a contractor, including
apprentices, regardless of employment conditions. Anyone who is designated
or mentioned as an employee under the Labor Code of 2006 does not include
those who are primarily engaged in managerial or clerical positions. James
Finlay & Co. Ltd v Secretary of the Second Labor Court, 1980, in the case of 9
CLC (AD), the Labor Court decided to uphold the application and ordered the
reinstatement of the workers involved. The worker has his rights in the claims
of the Labor Court and each is bound by the Labor Court's decision. The plaintiff
company has appealed the decision to the Supreme Court of Bangladesh
under Article 102 of the Constitution. The applicant failed to apply to the High
Court. The Labor Law 2006 provides for daily and weekly working hours,
overtime, and compensation. Daily working hours are 8 hours at intervals
according to §108. The weekly working hours will thereafter be 48 hours per
day up to 10 hours per day, 60 hours per week, and on average 56 hours per
week. Women workers are restricted from working shifts from 10:00 p.m. to
6:00 a.m. without their approval. It is important to note that no employee is
permitted to work in two jobs at the same time. Salaries, bonuses, overtime
pay, and any payments paid in the course of work are all included in wages.
Wages are an employee's entitlement, but under the Labor Act of 2006, wages
were not fixed; rather, it established a mechanism for determining the
minimum pay rate. The maximum salary period is one month. According to
labor law, each employee's payment must be made from the last day of salary
payment to the end of the seventh day. This also applies if the employee's
employment is terminated by the employer due to retirement, dismissal,
dismissal, or reduction. Wages must be paid by statutory or check, and in some
cases by wire transfer to the employee's bank account or other digital means.
It is important to note that wages cannot be deducted except for the reasons
outlined in Article 125 of the Labor Code. Employers are subject to various
restrictions under Article 195 of the following law relating to workers' rights:
This clause prohibits discrimination based on whether a person is a member
or officer of a union concerning employment, promotion, employment
conditions, or working conditions. Employees also have the basic right to take
vacations. Various types of leave are available, including sick leave, maternity
leave, and annual leave, as described in the following law. Workers have the
right to a safe workplace, and the following law requires employers to inspect
machines regularly to ensure workplace safety. The provisions relating to
worker safety are included in Section 75 of the Act of 2006. It also forbids
personnel from performing tasks where the vapors are likely to be combustible
unless they take measures. In addition, under Chapter VII, Sections 7988, the
Labour Act of 2006 guarantees some additional measures for employees'
health and safety. Workers should be advised about dangerous procedures
that are also damaging to their health, according to this chapter. In terms of
women, it is forbidden for them to operate near harmful apparatus. The
government has the authority to issue regulations to ensure the safety of
workers in factories and other industrial facilities. Employee rights to wages,
safety, and other benefits have already been discussed, but the increasing
number of cases of coronavirus since early March 2020 has led employees to a
healthy and safe workplace. There are also rights. All workplaces or sectors
need to establish safety standards and implement controls to prevent the
spread and impact of covid19. Article 51 of the 2006 Labor Code further
stipulates that all facilities must be kept clean and free of sewage from drains,
washrooms, or other nuisances. The facility cleans floors, workrooms, stairwells,
and corridors every day. In this way, keeping your workplace clean can prevent
Covid 19 infections. Other sections, such as the following, may be called to
promote worker safety. B. Article 56 of the following law prohibits
overcrowding and states that "workspaces within a company must not be
overcrowded to the extent that it harms the health of the people employed
there." All employees are then entitled to take 14 days of paid sick leave
following §116. The last two weeks are also the time it takes to determine if
someone is infected with Covid19 and has a mild case. As a result, during a
pandemic, these regulations may be interpreted as the rights of all workers,
and violations that result in such loss of life are imprisoned for up to 4 years
and/or fined up to 1 taka. Will be punished by. Therefore, if your employer
violates these precautions, you may face fines or imprisonment. Employees
also have the following rights to dismissal: B. The employer may not dismiss or
discipline him for any illegal activity unless the accusation is filed in writing and
a copy of the accusation is attached.
Question 4
Why does a democratic society need Labour law?
Answer
Briefly defined, democracy is the process by which a society selects its citizens
to wield power, and the rule of law is the process by which that authority is
exercised. The rule of law is based on the notion that all individuals, including
lawmakers and public officials, must obey and be responsible for the law. In
this sense, the rule of law is for the people and through the democracy, they
create, as opposed to dictatorships, dictatorships, and oligarchs, where the
power and status of government operate outside and outside. He seems to
support the government. Rule of law state. In its purest form, the rule of law is
called “rule of law" and is derived from the Greek words nomos (law) and Kratos
(rule) (rule). Today, democracy and the rule of law are most closely linked.
"Human rights, the rule of law and democracy are inextricably linked and
mutually reinforcing, and they form part of the universal and indivisible
fundamental principles and ideals of the United Nations." United Nations
General Assembly, 2012. The process of building democracy and the rule of law
can reinforce each other. The rule of law, based on equal rights and
accountability, is an important aspect of the development of democracy. The
rule of law protects the rights of all, promotes inclusion, and limits the arbitrary
use of power, all of which are pillars of contemporary democracy.
In many countries around the world, the rise in violence and crime is the result
of inequality, poverty, and corruption. Crime and violence in Central America
and the Caribbean stifle foreign direct investment and impede productivity
and growth. “71% of the adult population view crime as a threat to future
happiness, and more than half say a high crime rate justifies a military coup,”
according to the World Development Report. World Bank world.
Each of these terrible events is evidenced by the absence or failure of an
effective rule of law initiative, leading to the collapse of social development.
Countries that experience high levels of violence and conflict and are still
struggling to establish a rule of law have high levels of poverty, poor education,
and high child mortality rates. The Rule of Law Alliance aims to educate and
develop a culture of respect for the rule of law to help these poor countries and
others escape the shackles of violence and poverty. By developing the Rule of
Law Initiative, we encourage participation before the law, support measures
that promote equality, access to legal aid for those living at the boundaries of
society and background. economy. We will try to help improve our outlook.
 Question 5
Discuss the law of the Negotiable Instruments Act, 1881.
Answer
Recently, the number of non-monetized checks has skyrocketed. As a result,
Bangladeshi courts are flooded with such cases. Under Section 138 of the
Negotiable Goods Act of 1881, a breach will occur if the check is not monetized.
This applies regardless of the type of validation and the purpose for which it
was granted. Such crimes under the 1881 Act are serious. As a result, it is the
preferred method for most banks in Bangladesh when lending to borrowers.
Therefore, banks often receive checks as collateral from borrowers when
lending. It may take the form of an updated check or a later check to cover the
loan amount along with a letter of authority to be issued at a later date. The
Bangladesh Bank recently issued a notice to stop accepting checks such as
collateral, which was previously the most widely used collateral for bank
lending to borrowers. The borrower has pledged his property to the bank,
along with other forms of guarantees, but due to its strict liability under the
1881 Act, the bank still retains security checks as a weapon of choice. Apart from
the above discussions, there are many examples of other discussions being
undertaken by the borrower's lawyer for formal and sympathetic reasons, but
unless the 1881 Act is amended to take these factors into account, security
checks Seem to appear (recorded before the Bangladesh Bank Notice)
remains the weapon of choice for bank debt collection and execution and is
used when necessary to put pressure on borrowers.
Question 6
Discuss section 138 of Negotiable Instruments Act, 1881.
Answer
According to Section 138 of the Act of 1881, where any cheque (drawn by a
person for payment of any money to another person) is returned by the bank
unpaid, for any reason, such person shall be deemed to have committed an
offense under the Act of 1881. The requirements are simple and the process
that needs to be followed by banks to file a case hereunder are:
(i) the cheque had been presented for encashment within 6 (six) months
from the date on which it was drawn or within the period of its validity,
whichever is earlier.
(ii) the bank makes a demand for the payment of the said amount of
money by giving a notice, in writing, to the drawer of the cheque,
within 30 (thirty) days of the receipt of information by it that the
cheque has been returned unpaid.
(iii) and the drawer of such cheque fails to make the payment of the said
amount of money to the bank within 30 (thirty) days of the receipt of
such notice. If a borrower commits any offense under this Section, he
will be punished with imprisonment for a term which may extend to
1 (one) year, or with a fine which may extend to thrice the amount of
the cheque, or with both.

Moreover, under the Act of 1881, the bank also has the right to establish its
claim through a civil court if the whole or any part of the value of the cheque
remains unrealized. Since the Act of 1881 allows banks to pursue their claims
simultaneously through a civil court, it can be seen that banks are regularly
filing civil claims against the borrower for reimbursement of the loan amount
(covered by the same cheque) under the Artha Rin Adalat Ain 2003 (in English:
The Money Loan Courts Act 2003) and, simultaneously, a complaint case for
the dishonoring of the same cheque under the Act of 1881. Although numerous
cases have been filed against this right on grounds of double jeopardy,
eventually it has been settled by the Supreme Court that it is well established
that criminal proceedings can proceed independently of the civil suit.
Since offenses under the Act of 1881 are separate under a special law, it has
nothing to do with the civil claim. Therefore, it is an established position in law
that there are no legal restrictions on banks to commence proceedings under
Section 138 of the Act of 1881 simultaneously with a civil suit under the Act of
2003. Although one could argue that it is unfair that the bank has the right to
file a civil suit simultaneously with a case under the Act of 1881 for the same
loan amount (in effect), such arguments and/or sympathy have no place to
stand in such situations where the law is crystal clear. Also, it is important to
note that the Act of 1881 does not specifically categorize or qualify any cheque
on grounds of its nature or purpose. Although many borrowers have
challenged the validity or legality of security cheques, on grounds that, inter
alia, it is not a negotiable instrument per se, the legal recognition of security
cheques has been positively decided by the Supreme Court in Bangladesh
with the result that security cheques are valid under the laws of Bangladesh.
The Supreme Court had held that since the legislature did not make any
difference regarding a postdated cheque issued as security for the repayment
of the loan availed by the borrower, under the Act of 1881, there is no basis for
making any such difference through a judicial interpretation. Again, one could
argue that, at the time of giving the cheque as security, the borrower did not
know or contemplate that it would default and an offense would be
committed under the Act of 1881 at a later date thereby arguing that there was
no men`s rea at the relevant time to commit the offense, which is essential for
any criminal offense. However, it is unlikely that such arguments would suffice
or be upheld by the courts in Bangladesh since an offense under the Act of 1881
is strict and only requires the satisfaction of the requirements of Section 138 of
the Act of 1881 (as stated above) nothing more, nothing less.