1. Service Engagement Terms

These terms apply whenever MNACS is formally engaged to provide professional services.

1. Formation of Engagement

Engagement begins only when:

Scope of work is agreed

Proposal or engagement letter is signed

Retainer or initial payment (if any) is made

 

2. Scope of Services

MNACS provides:

Corporate governance advisory

Secretarial compliance

Capital market support

Regulatory filing and licensing

Company restructuring

Governance audit and scrutiny

Any scope expansion requires mutual written agreement.

3. Client Responsibilities

Clients must:

Provide accurate information

Supply documents on time

Ensure authorised persons sign approvals

Pay fees according to the agreed schedule

4. Professional Standard

MNACS will perform services in line with:

ICSB professional standards

BSEC regulations

Companies Act 1994

Applicable corporate laws

5. Confidentiality

All client information remains confidential unless:

Required by law

Approved by client

Necessary for regulatory submission

6. Termination of Engagement

Either party may terminate engagement with:

Written notice

Settlement of outstanding dues

 

MNACS may terminate if:

Client provides false information

Client delays payments

Engagement becomes unlawful

2. Billing, Payment & Invoicing Policy

 Fee Structure

MNACS charges fees based on:

Scope of work

Complexity

Time involvement

Regulatory filing costs

Out-of-pocket expenses

2. Quotation & Proposal

 

Before services begin, MNACS provides:

Proposal

Fee breakdown

Payment terms

3. Invoicing

Invoices will include:

Service description

Period covered

Disbursements

Applicable VAT (if required)

4. Payment Terms

Unless otherwise agreed, payments are due:

Within 7–15 days of invoice date

Via bank transfer, cheque, or online payment

Late payments may result in:

Service delays

Penalty charges

Suspension of work

 

5. Refunds

 

Refunds are available only when:

MNACS is unable to provide the agreed service

Work did not commence after payment

Regulatory fees already paid to authorities are non-refundable.

3. Cancellation, Refund & Replacement Policy

This policy outlines the conditions under which services may be cancelled, refunded, or replaced by M Nuruzzaman & Associates.

1. Service Cancellation by Client

A client may cancel an engagement if:

Work has not yet commenced

No regulatory filings have been initiated

No third-party costs have been incurred

Cancellation must be requested in writing.

2. Service Cancellation by MNACS

MNACS may cancel an engagement if:

The client provides inaccurate or false documentation

The client fails to pay outstanding dues

Engagement becomes legally restricted

Client misconduct or non-cooperation prevents service delivery

3. Refund Eligibility

Refunds may be issued only when:

MNACS has not begun work

No regulatory filings, submissions, or approvals have been processed

No man-hours have been invested

No third-party or government fees have been paid

Non-refundable components:

RJSC fees

BSEC filing fees

Utility charges (e.g., courier, notarization, stamps)

Any completed or partially completed work

4. Replacement of Services

In cases where:

An error occurs from MNACS

A miscommunication arises internally

A service was not delivered accurately

MNACS will provide corrective service at no extra charge, where appropriate.

 

5. Timelines for Refunds

Approved refunds will be issued within 10–15 working days via:

Bank transfer

Mobile banking

Cheque

4. Client Confidentiality & Non-Disclosure Policy

 MNACS is committed to maintaining strict confidentiality of all client information, in line with:

ICSB Code of Conduct

Ethical standards of corporate secretarial practice

Industry best practices

1. Confidential Information Includes:

Corporate documents

Financial statements and bank data

Ownership and shareholding details

Regulatory filings

Correspondence and agreements

Personal details of directors, shareholders, beneficiaries

2. Confidentiality Obligations

MNACS ensures that:

No client information is disclosed without written consent

Data is accessed only by authorized team members

Information is used solely for service delivery

All data is securely stored and transmitted

3. Exceptions to Non-Disclosure

Disclosure may occur only when:

Required by law (BSEC, RJSC, NBR, courts, etc.)

Mandated by regulatory investigation

Client provides explicit written permission

4. Third-Party Engagement

If MNACS engages third-party service providers (e.g., auditors, valuation firms), they must sign:

Non-disclosure agreements

Confidentiality undertakings

5. Document Handling, Retention & Destruction Policy

 

1. Purpose

This policy ensures secure handling, storage, retention, and disposal of documents entrusted to MNACS.

 

2. Document Types Covered

Digital data (emails, files, scanned records)

Physical documents (returns, registers, agreements)

Regulatory filings

Corporate records

 

3. Retention Period

Based on legal requirements:

RJSC-related documents:

Minimum 5–10 years depending on category
(Memorandum, Articles, returns, resolutions)

Compliance reports/audit files:

Minimum 5 years

Client correspondence & working files:

Minimum 3 years

Financial documents received:

Minimum 7 years

4. Secure Storage

We ensure:

Controlled access to physical records

Encrypted digital backups

Password-protected workstations

Secure servers

5. Document Transfer

When handing documents back to clients:

Client must sign acknowledgment receipt

Soft copies may be encrypted if required

6. Destruction Process

Upon expiry of retention period:

Physical documents are shredded

Digital files are securely deleted

Destruction logs may be maintained

MNACS never destroys documents still required for:

Litigation

Regulatory review

Active services

6. Professional Ethics & Compliance Statement

 MNACS upholds the highest standards of professional ethics under:

Institute of Chartered Secretaries of Bangladesh (ICSB)

BSEC Corporate Governance Codes

Companies Act 1994

International best practices

1. Integrity & Honesty

We act with:

Truthfulness

Professional transparency

Objective judgment

2. Independence

Our opinions and certifications remain free from:

External influence

Conflict of interest

Undue pressure

3. Professional Competence

We commit to:

Continuous professional development

Staying updated on legal and regulatory changes

Applying best practices in governance

4. Confidentiality

We maintain strict confidentiality in all professional work unless disclosure is legally required.

5. Accountability

We accept responsibility for:

The quality of our work

Ethical conduct

Professional diligence

7. Anti-Money Laundering (AML) Policy — Bangladesh Aligned

Prepared in accordance with:

• Money Laundering Prevention Act 2012 (Amended 2015, 2019)
• Bangladesh Financial Intelligence Unit (BFIU) Guidelines
• ICSB Ethical Standards

1. Objective

To prevent MNACS from being used, intentionally or unintentionally, for:

• Money laundering
• Terrorist financing
• Illegal fund transfers

2. Client Due Diligence (CDD)

MNACS performs:

• KYC verification
• Identity and company registration verification
• Ownership and control information analysis
• Cross-checking sanction lists if needed

3. Enhanced Due Diligence (EDD)

Triggered when:

• The client is a politically exposed person (PEP)
• Transactions appear suspicious
• Client is from a high-risk jurisdiction
• Funds or ownership structures are unclear

4. Reporting Suspicious Transactions

MNACS is obligated to report suspicious activities to:

• Bangladesh Financial Intelligence Unit (BFIU)

Examples include:

• Unexplained fund sources
• Inconsistent business nature
• Attempts to conceal ownership
• Refusal to provide documentation

5. Record Keeping

All AML-related records are kept for at least 5 years from the date of transaction or end of engagement.

6. Employee Training

MNACS ensures internal staff understand:

• AML laws
• Red flags
• Reporting obligations
• Ethical responsibilities

7. Zero-Tolerance Policy

MNACS strictly prohibits:

• Accepting illicit funds
• Facilitating anonymous transactions
• Involvement in any financial irregularities

8. Confidentiality Obligations

8.1 Confidentiality Commitment

MNACS strictly maintains the confidentiality of all client information, documents, communications, and records shared during the course of professional engagement.

8.2 Scope of Confidential Information

Confidential information includes but is not limited to:

• Corporate documents, registers, financial statements
• Client lists, strategic plans, and internal records
• Agreements, legal documents, board or shareholder decisions
• Personal identification information
• Any data marked “Confidential” or reasonably understood as confidential

8.3 Non-Disclosure

MNACS will not share client information with any third party except:

• With the client’s explicit written consent
• When required by law, court order, or regulatory authority
• With third-party service providers directly involved in service delivery (e.g., RJSC agents, printing vendors), subject to confidentiality obligations

8.4 Internal Access Control

Only authorized MNACS personnel necessary to execute client tasks will have access to the client’s information on a strictly need-to-know basis.

8.5 Retention & Disposal

Documents submitted by clients may be retained for regulatory or record-keeping purposes. MNACS disposes of data securely when it is no longer required.

9. Data Protection & Data Handling

9.1 Data Collection

MNACS may collect client information through:

• Website forms
• Email communication
• Service agreements
• Document submissions
• Payment information
• Regulatory filings

9.2 Use of Data

Collected data is used solely for:

• Providing professional services
• Verifying client identity
• Filing statutory and regulatory forms
• Internal record keeping
• Improving service quality
• Legal compliance

9.3 Data Security Measures

MNACS applies necessary technical and organizational safeguards such as:

• Encryption and password-protected systems
• Restricted data access
• Secure storage and backup
• Regular monitoring against unauthorized access

9.4 Client Responsibility

Clients must:

• Supply accurate information
• Update data upon any change
• Ensure timely submission of documents
• Maintain confidentiality of login credentials (if using online portals)

9.5 Third-Party Portals

MNACS may use government or regulatory portals (RJSC, NBR, BIDA, BSEC, etc.). MNACS is not responsible for:

 Data breaches on external portals

• Portal downtime or failure
• Delays caused by external systems

9.6 Data Sharing Outside Bangladesh

If international filings or services require data transfer outside Bangladesh, MNACS will notify the client and ensure compliant handling.

10. Service-Specific Conditions

10.1 Corporate Governance & Secretarial Services

All filings depend on timely submission of documents from clients. MNACS is not liable for penalties due to late submissions caused by client delays.

10.2 Compliance Audit & Due Diligence

Reports are prepared based on documents provided by the client. MNACS is not responsible for undisclosed or inaccurate information.

10.3 Corporate Restructuring Advisory

MNACS advises based on applicable laws and best practices but cannot guarantee outcomes involving third-party approvals, regulatory authorities, lenders, or shareholders.

10.4 Bank Correspondence & Liaison

MNACS acts only as a professional consultant. Decisions regarding loan approval, restructuring, or facility renewal depend solely on the concerned bank.

10.5 Preparation of Registers & Statutory Records

Accuracy of final registers depends on correct data from the client. MNACS is not liable for historical discrepancies unless contracted to rectify them.

10.6 Virtual Meeting Support (Board/AGM/EGM)

MNACS ensures smooth facilitation but is not responsible for:

• Internet connectivity
• Participant devices
• Technical failures of online platforms

 

10.7 Training & Corporate Advisory

Training materials are for knowledge enhancement and not legal advice.

10.8 Website Resources & Templates

Templates, guides, and articles are for informational use only and may not suit all circumstances.

 

11. Governing Law & Jurisdiction

11.1 Applicable Law

These Terms & Conditions are governed by the laws of the People’s Republic of Bangladesh.

11.2 Jurisdiction

Any disputes shall be subject to the exclusive jurisdiction of the courts of Dhaka, Bangladesh.

11.3 Regulatory Compliance

MNACS complies with applicable laws under:

• Companies Act
• Bangladesh Securities & Exchange Commission Rules
• RJSC Regulations
• Income Tax and VAT laws
• Applicable corporate governance codes
• Any other relevant regulations

12. Contact Information & Complaints

 12.1 Contact Information

M Nuruzzaman & Associates
Corporate Governance, Compliance & Secretarial Consulting Firm
Email: info@mnacs.com.bd
Website: www.mnacs.com.bd

Office Address: Sultana Tower (Level-12), 2 no. Kalabagan, Mirpur Road, Dhanmondi, Dhaka-1205

12.2 Complaint Procedure

Clients may submit complaints via:

• Email
• Website contact form
• Written letter to the firm

All complaints will be acknowledged within a reasonable time and resolved based on internal review procedures.

12.3 Communication Policy

MNACS will communicate through official email and written documents only. Verbal communication is considered supplementary and not binding without written confirmation.