Legal Opinion

Date: 24.08.2021

Ulka Games Limited (‘ULKA’)

House 232/A
Lake Road, Dhaka- 1206
Bangladesh

Attention: ABM Hamidul Mishbah

(Barrister at law)
Advocate, Supreme Court of Bangladesh

Subject: LEGAL OPINION REGARDING TEEN PATTI GOLD (TPG)

This has reference to your instruction dated 31.05.2021 on behalf of ULKA Games Ltd. (here
and after refer to as ‘UGL’) which is engaged in offering online gaming services, “TEEN PATTI
GOLD (TPG)”.
I have been requested to give my legal opinion on the subject matter and specific queries made
in our above-mentioned instruction. The following documents have been forwarded to me
along with the said instruction of your:
i. Memorandum and Article of Association of ULKA Games Ltd.
ii. Certificate of incorporation dated 20.05.2019 of ULKA Games Ltd.
iii. Trade license No. 094856 dated 22.05.2019 issued by Dhaka North City Corporation in
favor of Zamillur Rashid (Director) for his establishment under the name and style ULKA
Games Ltd. to run his business under the category “Information Technology” and the
renown said trade license for the year 2018-2019 as well as 2020-2021.
iv. Taxpayer’s identification number (TIN) certificate being number 317147171255 dated
23.05.2019 issued by National Board of Revenue, Government of Bangladesh in favor of
Taxpayer, ULKA Games Ltd.
v. Value added registration certificate being BIN No. 002069073-0101 dated 30.09.2019
issued by National Board of Revenue, Government of Bangladesh.

Upon Perusal of the above-mentioned instruction as well as the documents and papers referred
to have an above, I am as opinion as follows:
1. Since facts relating to the subject matter has been elaborately said instruction of yours, I,
therefore, reiterate the same herein again.
2. Upon perusal above mentioned documents and papers it appears to me ULKA Games Ltd.
(ULKA) is a registered company in Bangladesh which was formed on 20.05.2019 the object
clause of the Memorandum of Association of ULKA stipulated amongst with others to
carryon business relating to Software development, developing Multimedia application and
technologies for mobile, internet, Telecommunication and computer media, providing
software testing services, entertainment, recreation, animation, games, media, sports and
other similar and related areas. There are two share holders in the same company, namely
i) Moonfrog Asia Pte. Ltd. and ii) Zamillur Rashid the trade license was issued in favor of Mr.
Zamillur Rashid (Director) to carry in the name of his business establishment, ULKA Games
ltd. to carryon the business relating to information technology. Taxpayer Identification
Number (TIN) certificate was issued in name of ULKA Games Ltd. and value added tax
registration certificate also in the name of ULKA Games Ltd.

It appears to me that the operation of ULKA to offer an Online game title “TEEN PATTI
GOLD”
Is covered by the object clause mention and said Memorandum of Association ULKA which
was approved by registrar of the joint stock companies and firms, Bangladesh who
accordingly issued said certificate in favor of ULKA.

ULKA accordingly also obtained the said TIN certificate from National Board of Revenue as
a Taxpayer in Bangladesh. ULKA also appear to have its company register with VAT
authority by obtaining a value added tax certificate (VAT) for the services by its under the
object clauses of its Memorandum of association.
3. As regards the inquiries made by you on behalf of you I opinion as follows:

Inquiry No. 1: Is ’TPG’ lawful under the current legal frameworks of Bangladesh?

Above mentioned inquiry No. 1 I am of the opinion that the “Teen Patti Gold TPG” business
operation of ULKA in Bangladesh may /may not be considered as current legal framework
of Bangladesh as because, they said that the business operation of ULKA comes under the
said object clause of ULKA’s Memorandum of Association as mentioned here and above the
TPG appears to be a similar game which is played over mobile, internet,
Telecommunication and computer media purely for entertainment purpose. ULKA has also
possession of valid trade license which being renewed time to time by Dhaka North City
Corporation. ULKA also pays Tax on its income to the national board of revenue and it also
possession of TIN certificate. ULKA also pays VAT and has valid VAT registration certificate.
ULKA’s operation in Bangladesh is appears have been approved by Bangladesh specially by
the national board of revenue who received Tax & VAT from ULKA knowing fully well about
its source of income and its business operation in Bangladesh that view of the matter I am
of opinion that the concern authority in Bangladesh cannot denied the facts the source of
income of ULKA and its business operation in Bangladesh which cannot be barred. The
Government of Bangladesh has not approved ULKA’s said business operation ie. TPG is not
lawful under current legal framework in Bangladesh if ULKA has violated any objects clause
of its Memorandum of association or any provision of its trade license etc. However, I
wonder why ULKA did not take its trade license on his own name.

Inquiry No. 2: Is the model adopted by ULKA wherein the resellers (dealer) sell game
credits to end users lawful under the laws of Bangladesh?

In this regards I reiterate my opinion given him response inquiry no. 1 mention herein
above it further added that on pursue herein instruction the said “TPG” is being played
purely for entertainment purpose. No money, financial transaction or items with real value
is earned or transferred through playing TPG is being played and approved various
countries as Pakistan, Malaysia, UAE where the players/ end users can download TPG and
games by registering themselves without requiring to pay registration money UGL resellers
(dealer) by game credits from ULKA and sell them to ending consumers all in further
appears that all transaction made by UGL with reseller(dealer) are done or maintain
through bank to bank transfer upon payment of the appropriate amount of VAT and AIT in
the premises I am of the opinion TPG does not related to gambling which under the Public
Gambling Act, 67 which is stipulated amongst other “Gambling” includes wagering or
betting…………… I am therefore of the view that TPG as it appears does not violate provision
of Public Gambling Act, 67.
Upon perusal of the said instruction regarding banking transition made between UGL
resellers (dealer) upon payment of VAT and AIT. I am upon opinion that such transaction
does not violate the provision let down in Prevention of Money Laundering Act 2012 as
regards the issue of players purchasing virtual chips to play TPG I cannot opine whether
such transition maybe constitute as virtual or crypto currencies which are yet not approved
under the laws of Bangladesh. However, the virtual chips purchase by the players to play
TPG cannot be considered as coin under the definition of coin in given in Bangladesh Bank
under 1972 (PO 127 of 1972) those whether the transaction of virtual chips may or may not
violated of Bangladesh Bank order 1972 is a question yet to be decided by Bangladesh
Bank.

Finally, I opine that since TPG is being operated by ULKA as per its Memorandum of
Association, trade license and Tax & VAT being paid and accepted by the National Board of
Revenue without any objection and further because TPG does not involved any betting,
wagering or rewarded of money being paid to its player and therefore it does not violate
any provision of the Public Gambling Act 1867 and or no illegal financial transaction being
made by any involved in TPG therefore, TPG cannot be terms as unlawful operation in
Bangladesh.
But it remains a question to be answered by appropriate authority regarding transaction/
use of virtual chips while operating TPG using in Bangladesh.
I opine accordingly,

Murad Reza
Advocate, Supreme Court of Bangladesh
Former Additional Attorney General of Bangladesh

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