{ "act_title": "The Undesirable Companies (Second) Ordinance, 1958 (East Pakistan Ordinance)", "act_no": "XLIX", "act_year": "1958", "publication_date": "19/07/2025", "sections": [ { "section_content": "1. (1) This Ordinance may be called the2[* * *] Undesirable Companies (Second) Ordinance, 1958.(2) It extends to the whole of3[Bangladesh].(3) It shall come into force at once." }, { "section_content": "2. In this Ordinance, unless there is anything repugnant in the subject or context,-(a)\t“specified purpose” means the promotion or the carrying on of any scheme or business (except the business authorised and carried on under the provisions of theInsurance Act, 1938) howsoever described or called, whereby, in consideration for a deposit or contribution, whether periodically or otherwise, of a sum of money in cash or by means of coupons, certificates, tickets or other documents, a payment of money or grant of property, right or benefit, directly or indirectly, and whether with or without any other right or benefit, to be determined by chance or lottery or any other like manner of the nature of a wager, is assured or promised to be made at a future date;(b)\t“undesirable company” means a company which4[* * *] is registered under the Companies Act, 1994 (Act No. 18 of 1994), and carries on business for a specified purpose or for purposes which include or are calculated to include a specified purpose; and(c)\tall other words and expressions have the same meanings as assigned to them under the Companies Act, 1994 (Act No. 18 of 1994)." }, { "section_content": "3. (1) Notwithstanding anything in the Companies Act, 1994 (Act No. 18 of 1994), or in any other law for the time being in force, no association or other body of individuals which5[* * *] carries or intends to carry on business for a specified purpose or for purposes which include or are calculated to include a specified purpose, shall, on and after the commencement of this Ordinance, be registered under the Companies Act, 1994 (Act No. 18 of 1994).(2) Registration in contravention of sub-section (1) shall be void." }, { "section_content": "4. (1) Every undesirable company existing immediately before the commencement of this Ordinance shall, on such commencement, cease to function and, notwithstanding anything in the Companies Act, 1994 (Act No. 18 of 1994), or in any other law for the time being in force, shall be wound up and dissolved in the manner provided in this Ordinance.(2) Any transaction with an undesirable company or with any officer or agent acting for or on behalf of such company shall be void.(3) Any officer or agent acting for or on behalf of any such company who, on or after the commencement of this Ordinance, carried on or, attempts to carry on the business of the company shall be punishable with imprisonment for a term which may extend to three years or with fine or with both." }, { "section_content": "5. (1) Any officer or agent acting for or on behalf of an undesirable company who has in his possession or under his control any cash belonging to the company shall, immediately after the commencement of this Ordinance, deposit or cause to be deposited such cash with the company's bankers.(2) Until such time as the official liquidator appointed under section 7 takes into his custody or under his control all the books, documents and assets of the company, including actionable claims to which the company is or appears to be entitled, every officer and agent acting for or on behalf of the company shall preserve all such books, documents, assets, property, effects and claims, and shall be jointly and severally liable for any loss or damage.(3) Any person who, with intent to evade the provisions of this Ordinance, conceals, destroys, mutilates or defaces any books, documents, assets, property, effects or claims, or knowingly allows such concealment, destruction, mutilation or defacement to be caused, shall, without prejudice to any liability to which he may be subject under sub-section (2), be punishable with imprisonment for a term which may extend to three years or with fine or with both." }, { "section_content": "6. (1) Within three days of the commencement of this Ordinance, or within such period as the Registrar may allow, the manager of an undesirable company shall submit to the Registrar a statement showing the assets and liabilities of the company.(2) Any one who contravenes the provisions of sub-section (1) shall be punishable with imprisonment for a term which may extend to one year or with fine or with both." }, { "section_content": "7. (1) As soon as may be after receipt of the statement submitted under sub-section (1) of section 6, the Registrar shall make a petition to the Court for winding up the company, and thereupon the Court shall make an order for the winding up of the company and, unless the Registrar nominates an officer for the purpose, shall appoint the Registrar as the official liquidator for such winding up.(2) If the Registrar is unable to act as official liquidator and nominates an officer to act as such liquidator, the Court shall appoint that officer as the official liquidator for the winding up of the company.(3) After the official liquidator has been appointed under this section, the provisions of the Companies Act, 1994 (Act No. 18 of 1994) relating to the winding up by Court of a registered company shall mutatis mutandis apply in relation to the winding up of the company in respect of which the petition has been made under sub-section (1)." }, { "section_content": "8. When the affairs of an undesirable company have been completely wound up, the company shall be deemed to have been dissolved under6[sub-section (1) of section 277] of the Companies Act, 1994 (Act No. 18 of 1994)." }, { "section_content": "9. (1) Where the Registrar has reason to believe that a company is an undesirable company or that an undesirable company is carrying on business in contravention of section 4, he or any officer authorised by him in this behalf may-(a) \tdirect any person to give such information in his possession with respect to any business carried on by that company as he may demand;(b)\tinspect or cause to be inspected any book or other document belonging to or under the control of the company or any officer thereof;(c)\tenter and search or authorise any person to enter and search any premises, and seize or authorise any person to seize any book or other document belonging to or under the control of the company or any officer thereof.(2) If the Registrar is satisfied that a company is an undesirable company or that an undesirable company is carrying on business in contravention of section 4, he shall by order in writing, direct the manager of the company to hand over the management of the company to a person to be appointed by the Registrar for the purpose, and the manager shall forthwith hand over the management of the company to such person.(3) The person to whom management is handed over in pursuance of sub-section (2) shall be deemed to be the manager of the company, and the other provisions of this Ordinance shall apply accordingly.(4) Whoever fails to comply with any direction given under sub-section (1) or sub-section (2) shall be punishable with imprisonment for a term which may extend to six months or with fine or with both." }, { "section_content": "10. Notwithstanding anything contained in theCode of Criminal Procedure, 1898, any offence punishable under this Ordinance shall be cognizable and non-bailable." }, { "section_content": "11. No Court shall take cognizance of any offence under this Ordinance except with the previous consent of the Registrar in writing." }, { "section_content": "12. Any Magistrate or bench of Magistrates empowered for the time being to try in a summary way the offences specified in sub-section (1) of section 260 of theCode of Criminal Procedure, 1898, may, on application in this behalf being made by the prosecution, try in accordance with the provisions contained in sections 262 to 265 of the said Code any offence punishable under this Ordinance." }, { "section_content": "13. The7[Government] may make rules to carry out the purposes of this Ordinance, and such rules may provide that the breach of any of them shall be punishable with imprisonment for a term not exceeding one year or with fine not exceeding one thousand8[taka] or with both." }, { "section_content": "14. [Repeal and savings.- Repealed by section 2 and the Schedule of the East Pakistan Repealing and Amending Ordinance, 1966 (East Pakistan Ordinance No. XIII of 1966). ]" } ], "footnotes": [ { "footnote_text": "1The words, comma, brackets and figures “Companies Act, 1994 (Act No. 18 of 1994)” were substituted for the words, comma, brackets and figures “Companies Act, 1913 (VII of 1913)” by section 3 and the Second Schedule of theBangladesh Laws (Revision And Declaration) Act, 1973(Act No. VIII of 1973)" }, { "footnote_text": "2The words “East Pakistan” were omitted by Article 6 of theBangladesh (Adaptation of Existing Laws) Order, 1972(President’s Order No. 48 of 1972)" }, { "footnote_text": "3The word “Bangladesh” was substituted for the words “East Pakistan” by section 3 and the Second Schedule of theBangladesh Laws (Revision And Declaration) Act, 1973(Act No. VIII of 1973)" }, { "footnote_text": "4The comma and words “,with objects and business confined to the Province of East Pakistan” were omitted by section 3 and the Second Schedule of theBangladesh Laws (Revision And Declaration) Act, 1973(Act No. VIII of 1973)" }, { "footnote_text": "5The commas and words “, with objects and business confined to the Province of East Pakistan,” were omitted by section 3 and the Second Schedule of theBangladesh Laws (Revision And Declaration) Act, 1973(Act No. VIII of 1973)" }, { "footnote_text": "6The words, brackets and figures “sub-section (1) of section 277” were substituted for the words, brackets and figures “sub-section (1) of section 194” by section 3 and the Second Schedule of theBangladesh Laws (Revision And Declaration) Act, 1973(Act No. VIII of 1973)" }, { "footnote_text": "7The word “Government” was substituted for the words “Provincial Government” by section 3 and the Second Schedule of theBangladesh Laws (Revision And Declaration) Act, 1973(Act No. VIII of 1973)" }, { "footnote_text": "8The word “taka” was substituted for the word “rupees” by section 3 and the Second Schedule of theBangladesh Laws (Revision And Declaration) Act, 1973(Act No. VIII of 1973)" } ], "copyright_info": { "copyright_text": "Copyright©2019, Legislative and Parliamentary Affairs DivisionMinistry of Law, Justice and Parliamentary Affairs" }, "source_url": "http://bdlaws.minlaw.gov.bd/act-print-280.html", "fetch_timestamp": "2025-07-19 02:11:52", "csv_metadata": { "act_title_from_csv": "The Undesirable Companies (Second) Ordinance, 1958 (East Pakistan Ordinance)", "act_no_from_csv": "XLIX", "act_year_from_csv": "1958", "is_repealed": false }, "token_count": 1798, "language": "english", "government_context": { "govt_system": "Military Rule", "position_head_govt": "President of Pakistan", "head_govt_name": "General Ayub Khan", "head_govt_designation": "President of Pakistan (Military regime)", "how_got_power": "Military coup", "period_years": "1958-1969", "years_in_power": 11 }, "processing_info": { "processed_timestamp": "2025-07-19 19:33:21", "enhanced_with_reducer": true, "enhanced_with_govt_context": true, "language_detected": "english", "token_count": 1657, "legal_context_added": true, "legal_context_timestamp": "2025-07-19 20:26:26", "year_standardized": true, "year_standardization_timestamp": "2025-07-19 20:36:01", "token_count_updated": true, "token_count_update_timestamp": "2025-07-19 20:56:09", "previous_token_count": 1657, "accurate_token_count": 1798 }, "legal_system_context": { "period_info": { "period_name": "East Pakistan Period", "year_range": "1947-1971", "act_year": 1958 }, "legal_framework": { "primary_laws": [ "Government of India Act 1935 (adapted)", "Pakistan Constitution 1956", "Pakistan Constitution 1962" ], "court_system": [ "Dhaka High Court (1948)", "District Courts", "Federal Court/Supreme Court of Pakistan" ], "legal_basis": "Adapted British-Indian laws with Islamic provisions", "enforcement_mechanism": "Pakistani legal system" }, "government_system": { "type": "Federal Parliamentary (1947-1958), Presidential (1958-1971)", "structure": "Provincial government under federal system", "revenue_collection": "Federal and provincial taxation", "administrative_units": [ "Province", "Districts", "Thanas" ] }, "policing_system": { "law_enforcement": "East Bengal/East Pakistan Police", "military_police": "Pakistan Army and paramilitary forces", "jurisdiction": "Provincial police under federal oversight" }, "land_relations": { "tenure_system": "East Bengal State Acquisition and Tenancy Act 1950", "property_rights": "Abolition of zamindari system", "revenue_system": "Direct government land revenue", "peasant_status": "Farmers as direct tenants to state" }, "key_characteristics": [ "Zamindari abolition (1951)", "Language movement legal issues (1952)", "Military rule periods (1958-1971)", "Constitutional crises and martial law", "Bengali autonomy demands and legal frameworks" ], "context_added_timestamp": "2025-07-19 20:26:26" } }