In Bangladesh, all factories and enterprises are required to register with the government in accordance with the Factories Act and Rules. All factories in Bangladesh are required by law to have a factory establishment authorization.
The District Office of the Department of Inspection for Factories and Establishments (DIFE) is responsible for the construction, establishment, and expansion of a factory, as well as its license acquisition and renewal. It is an impartial government agency responsible for inspecting the health and safety of Bangladeshi industries and other facilities. In addition, it educates and trains factories on worker health and Bangladeshi labor law enforcement.
The government has implemented an online application service for obtaining a business license. The Labor Inspection Management Application (LIMA) is a Department of Inspection of Factories and Establishments portal that significantly simplifies the application procedure.
Documents Needed:
1.Construction layout of the plant
2.Copy of the Business License
3.Completely filled out Forms 1 and 2.
4.Articles of Association (only for Limited Companies)
5.Original license charge or renewal fee receipt or Treasury Challan
6.License Reception and Renewal Payment based on the number of employees.
Process:
The online steps for acquiring a factory establishment license are outlined below:
1.Visit the Labour Inspection Management Application website located at “https://lima.dife.gov.bd/”
2.From the top menu, select “Forms” and then Forms “76” (approving the Factory Layout Plan) and “77” (License Application).
3.Generate a Username and Password
4.Auto Login/Login to Lima Portal with the new User ID and Password.
5.Complete the application form with the required information.
6.Attach any necessary attachments
7.Save application draft or complete the application
8.File Your Application
The DIFE Licensing Authority then evaluates the application.
10.The application is then sent to DIG (Deputy inspector general of police) or IG (inspector general of police), depending on the industry.
11.DIG/IG will evaluate the application and provide feedback.
12.If necessary, the factory or establishment shall be inspected and provide an inspection report.
13.If the Licensing Authority/DIG is satisfied after all evaluation and verification, the factory license shall be issued.
14.Obtain the Manufacturer’s License
Hire the best law firm in Bangladesh to get your Factory Registration Certificate:
TAHMIDUR RAHMAN REMURA WAHID Associates provides assistance in acquiring Factory Establishment Licenses. To acquire a factory establishment license, TAHMIDUR RAHMAN REMURA WAHID can provide the following services:
TAHMIDUR RAHMAN REMURA WAHID has an excellent and capable team that can procure a license for a factory establishment. To apply for a factory license, it is first necessary to establish an account on the LIMA website. Legal professionals can initiate the application process by establishing an account on the LIMA online portal.
Supporting documents can vary depending on the sort of Factory or Establishment. The legal team of TAHMIDUR RAHMAN REMURA WAHID assists in the collection of supporting application documents, such as the NOC, Trade License/Incorporation Certificate, etc., and then prepares an application for a Factory License.
The legal specialists at TAHMIDUR RAHMAN REMURA WAHID can assist with drafting, collecting, and preparing the supporting documents. TAHMIDUR RAHMAN REMURA WAHID also makes the required government fee payments to the appropriate authority. The law firm is also considered as the Best law firm for industry in Bangladesh.
Once the application has been submitted, the status of the application can be monitored, and if the licensing authority requests additional documentation, the TAHMIDUR RAHMAN REMURA WAHID team can comply.
Forcing a Shareholder to Sell His Shares in Bangladesh: A Shareholder Being Forced to Sell His Shares
Unless there is a contractual duty giving them the right to do so, a shareholder cannot usually compel another shareholder to sell their shares. For instance, if the company’s articles of association, shareholder agreement, or another legal contract contain a clause allowing for such a transfer. Negotiating with the shareholder whose shares you wish to purchase is typically the best course of action for buying shares. Shares can be sold through a share transfer agreement, in which case the shareholders acquire the shares of the other shareholders, or through a business buy-back, in which case the shares are returned to the company.
This article provides answers to common questions posed by both majority and minority shareholders when disputes arise. It is a general guide to help you understand what factors must be considered to answer questions like:
Can a majority shareholder remove a minority shareholder?
Can a majority shareholder sell the company?
Can a minority shareholder block a sale?
Can a majority shareholder be removed?
Shares may be transferred or sold at the individual’s discretion:
First, either the transferer or the transferee must submit an application. Second, it must be fully signed, stamped, and presented to the transferee with the firm by the transferer. Thirdly, within a month of obtaining the transfer documentation for the shares, the corporation will send notices of refusal to both parties. However, since they own a majority of the stock, the pro-sale shareholders may wish to adopt a special resolution at the annual general meeting amending the company’s articles of association to add clauses requiring the sale of the shares. This sale will be regarded as a sale at fair value, and frequently the Articles of Association contain a calculation that specifies how the valuation should be determined.
Shareholders’ agreements are yet another means of accomplishing this. Although this kind of agreement is uncommon in publicly traded organizations, it is crucial and a must in privately owned businesses. That’s because minority shareholders, particularly those who want to sell or transfer their shares to outside buyers, can generate serious issues for small businesses.
A Shareholder Being Forced to Sell His Shares:
A shareholders’ agreement might stipulate specific conditions under which one person must sell shares to fellow shareholders or back to the corporation, primarily as a safeguard against potentially chaotic situations. For instance, some corporations grant the company the first option to repurchase shares that descend to an heir after a shareholder’s passing. Other agreements may compel a sale under different terms. The remuneration that the selling shareholders will receive for their shares is frequently specified in the agreement. In some instances, the money the selling shareholders would receive won’t necessarily reflect the shares’ fair market value at the time of sale, but rather, it will reflect a formula that all shareholders will have agreed upon when they first signed the agreement.
Unless there is a contractual duty giving them the right to do so, a shareholder cannot usually compel another shareholder to sell their shares. For instance, if the company’s articles of association, shareholder agreement, or another legal contract contain a clause allowing for such a transfer.
Negotiating with the shareholder:
Negotiating with the shareholder whose shares you wish to purchase is typically the best course of action for buying shares. Shares can be sold through a share transfer agreement, in which case the shareholders acquire the shares of the other shareholders, or through a business buy-back, in which case the shares are returned to the company.
A special resolution to amend the company’s Articles of Association to add clauses requiring a sale of the shares could be passed if the shareholders who want the sale to proceed hold a majority shareholding (i.e., 75% of the shares). This sale would typically be at fair market value, and frequently the Articles of Association contain a formula that specifies how the price should be determined.
A minority shareholder, however, is entitled to apply to the court and allege “unfair prejudice.” The other shareholders are typically personally sued in response to an unfair prejudice petition filed by a minority shareholder, and they will typically have to pay for their own legal defense.
When a court determines that changes to the articles of association were made in good faith and in the best interests of the business, it follows that the court did not find that the changes were unreasonably adverse to a minority shareholder. However, it is likely that the minority shareholder will be able to oppose the modification if the motivation behind modifying the Articles is unlawful and not in the best interests of the firm. If the change is done in good faith and is in the best interests of the business, it may be acceptable even if it has a negative impact on or is intended to have a negative impact on a minority shareholder.
Advantage of the modification:
The advantage of the modification for the corporation will rely on whether a reasonable person would view it as being in the company’s best interests. According to current case law, judges did not find it to be unreasonably detrimental to modify the Articles of Association to allow majority shareholders to acquire minority shares. It’s crucial to remember that these landmark instances did not introduce the rights for the first time. The majority shareholders’ goal was to clean up the Articles of Association in order to promote consistency and clarity. It is somewhat more likely that a minority shareholder would prevail in a lawsuit for unfair prejudicial behavior if such rights were being introduced for the first time.
We emphasize that the preferred course of action is nearly always to negotiate with the opposing party and avoid any such allegations being made in order to avoid litigation, particularly litigation that is launched against shareholders personally. If shareholders decide to alter the Articles of Association, they should carefully evaluate their decision and make sure it is noted in the minutes adopting the special resolution.
However, these arrangements may also be detrimental to the interests of the smaller shareholders. Thus, if minority shareholders are forcibly forced to sell their shares or deal with the hidden harm that will be done to their interests, the legislation provides a remedy. A minority shareholder can therefore appeal to the court and claim “unfair prejudice” as a result. The other shareholders are typically personally sued in response to an unfair prejudice petition filed by a minority shareholder, and they will typically have to pay for their own legal defense.
Court’s take on changes to the articles of association:
However, a court concluded that the changes to the articles of association were done in good faith and in the best interests of the business; as a result, the court did not find that the changes were unreasonably adverse to a minority shareholder. However, it is likely that the minority shareholder will be able to oppose the modification if the motivation behind modifying the Articles is unlawful and not in the best interests of the firm. If the change is done in good faith and is in the best interests of the business, it may be acceptable even if it has a negative impact on or is intended to have a negative impact on a minority shareholder.
The laws are put in place to protect the rights of both parties, but they differ according on the circumstance in order to protect the interests of those who will be most impacted. The Bangladesh Companies Act of 1994, the Bangladesh Securities and Exchange Ordinance of 1969 (along with the Bangladesh Securities and Exchange Commission Act of 1993 and the rules made thereunder), the rules of the Dhaka Stock Exchange (DSE) and the Chittagong Stock Exchange (CSE), as well as the Company’s Articles of Association, serve as the primary regulatory framework for business matters in Bangladesh.
Are you planning to register a private limited company in Bangladesh?
The legal team of Tahmidur Rahman, The Law Firm in Bangladesh TRW are highly experienced in providing all kinds of services related to forming and registering a Private Limited Company, Branch office Registration, Share Transfer Process in Bangladesh . For queries or legal assistance, please reach us at:
The purpose of a writ is to provide recourse for the enforcement of the law against governmental or statutory public bodies. A writ is a written document that commands or obligates a public body to do or refrain from doing something. Writ is applicable only to public entities.
In the Supreme Court case Abu-al-Siddique (Md.) vs. Bangladesh and Others, Writ Petition No. 7074 of 2012, a public body is defined as “any authority, body, corporation, or institution constituted or established by or under any law, and includes any other body, authority, or institution owned, managed, or established by the government.”
Subject to the identical grades and scales and uniform terms and conditions of service are the terms and conditions of any person holding a position in a public organization.
This scenario for applying for a writ may occur if a government body takes unjustifiable action against individuals.
Article 102 of the Constitution addresses the writ jurisdiction of the High Court Division, while Article 104 addresses that of the Appellate Division. In accordance with Article 102 of the Constitution of Bangladesh, the High Court Division may issue a variety of orders in the exercise of its writ jurisdiction.
In the first part of Clause (2) of Article 102 of the People’s Republic of Bangladesh Constitution of 1972, the High Court Division is authorized to order a person carrying out functions relating to the affairs of the Republic or a local authority to refrain from doing what is prohibited by law.
Therefore, it addresses the prohibition writ, which is issued to prevent an individual from acting if the specified conditions are satisfied. The conditions are (a) a complaint filed by an aggrieved party, (b) the absence of an equally effective remedy, (c) acts committed without jurisdiction or in excess of jurisdiction, and (d) by a person performing functions related to the affairs of the public body.
(a) An application lodged by a complainant:
The prohibition writ may only be issued if it is requested by an aggrieved party. The expression “aggrieved individual” is not defined in the Constitution. Regarding the specific circumstances and circumstances of each case, the Court has determined the meaning of the expression in various instances.
As a general rule, an individual is considered an aggrieved party if he or she has a direct private interest in the subject matter of the petition. This rule applied to both individuals and groups of individuals.
As in Bangladesh, Sangbad Patra Parishad vs. Bangladesh challenged an award from the Wage Board by the association of newspaper proprietors, the High Court Division ruled, in rejecting the petition, that ‘the association had no direct private stake in the Wage Board award law.
It is not obligated to pay anything pursuant to the award to any of the entities in question; rather, it is the proprietors of the individual newspapers who must pay, and they are displeased.
(b) No equally effective treatment option exists
Before issuing any prerogative (in the form of various types of orders under Article 102 of the Constitution), the Supreme Court of Bangladesh must be satisfied that the aggrieved individual has exhausted all other similarly effective legal remedies.
If the aggrieved individual does not prefer the alternative solution and does not provide a sufficient explanation for not doing so, the individual will not be eligible for the High Court Division’s exceptional remedies in the exercise of their writ jurisdiction.
(c) Acts committed without authority or in excess of authority
No Authority may transgress the jurisdiction of the statute. Any action taken by an agency that exceeds its authority is invalid and ultra vires.
This is the case even if a portion of the law has jurisdiction and another portion does not. And the jurisdictional portion cannot be separated from the remainder without causing harm to anyone. In Abdul Khaleque vs. Court of Settlement, Kaji Shafiuddin, J. stated, “There can be no doubt that if a Tribunal or Court acts utterly without jurisdiction, its action would be null and voidâĻ If actions done with and without jurisdiction are so intertwined that action done with jurisdiction cannot be separated without prejudice to either party, then the entire action may be declared null and void.
(d) By a person executing functions related to the public body’s business
In addition to judicial and quasi-judicial bodies, administrative officials may also receive the prohibition letter. Similar to mandamus and certiorari (which will be discussed later), it can be issued against any authority, regardless of the nature of its function, if it performs functions related to the Republic or any local authority’s affairs.
The term ‘local authority’ refers to a body or individual authorized by law or the government to carry out specific administrative duties. It is allocated a portion of the government’s sovereign function. These responsibilities must be carried out for the benefit of the public. It must be an individual performing duties related to the affairs of the Republic.
Mandamus
Mandamus is an order or order of the court that directs a person, corporation, or inferior tribunal to perform a specific duty. When a court, tribunal, authority, or person fails to perform his statutory duty, the High Court orders the Court or person to perform his statutory duty.
The second part of clause (2) (a) (i) of Article 102 authorizes the Division of the High Court to issue instructions in the nature of mandamus writs to compel a person performing duties related to the Republic or a Local Authority to comply with the law.
The difference between mandamus and prohibition is that mandamus commands a public official to do what they are required by law to do, whereas prohibition prohibits them from doing what the law prohibits.
Similar to a prohibition, mandamus will not be granted if the aggrieved party does not submit or if there is an equally effective legal remedy available. Mandamus may assign duties to any individual in relation to the affairs of the Republic or a local authority.
Mandamus cannot be used to enforce public policy or any other matter that is not a public duty. To be eligible for a mandamus order, the petitioner must have the legal authority to perform the public duty.
In Fisherman Telekhal Progressive v. Bangladesh, the petitioner challenged the settlement of two fisheries on the grounds that the settlement was made contrary to government policy, as stated in government memorandums. The government memorandum was the dissemination of a government policy without any statutory force.
Certiorari
The purpose of certiorari is to oversee the superior courts’ actions and ensure they have not exceeded their jurisdiction. When certiorari is granted by the High Court Division, it is similar to a prohibition.
(a) An aggrieved person submits an application for the same
(b) no other remedy similarly efficacious is provided by law
(c) The individual to be prosecuted performs duties related to the Republic’s or local government’s affairs.
Unlike a prohibition, however, it is issued after the act or proceeding has been completed to declare that it was carried out without legal authority and without legal effect. While a prohibition is issued to prevent the act or proceeding when it is incomplete and more must be prevented, certiorari is issued when the act or proceeding is complete.
Writ of Corpus
In accordance with clause (2) (b) (i) of Article 102 of the Bangladesh Constitution of 1972, the High Court Division is authorized to order that a detainee be brought before him to ensure that he is not being held without legal authority or unlawfully.
Habeas Corpus is a writ that is issued to protect liberty, especially liberty that is regarded as crucial. It is conferred against unlawful detention or deportation by the police authority. Habeas Corpus is a type of court order that directs the authorities to hold an individual in detention until he or she is brought to court. The authorities must then explain why he is being detained.
If the explanation is inadequate, the court may order the release of the individual. Habeas corpus is thus a means of ensuring the subject’s liberty.
This individual must hold a government position. A public office implies a constitutional office or a law pertinent to the affairs of the Republic or a local authority. It will only be awarded when a government official has a public duty under the law and refuses to fulfill it. It could be administrative, quasi-judicial, or judicial.
Thus, the writing of habeas corpus lies when an individual is apprehended without lawful authority or in an illegitimate manner. If the law requiring imprisonment is unconstitutional or invalid, or if the law is valid but the order is illegitimate or exceeds its authority, the order will be granted.
An action is unlawful if it is ill-intentioned, a shady use of authority, done for insignificant or foreign reasons, or if the detaining authority does not apply its mind. In the case law Abdul Latif Mirza vs. Bangladesh, the detention period ordered by the Deputy Commissioner expired and a new detention order issued by the government was served on the detainee two days later, while the detention was declared unlawful for the subsequent two days.
Que Warranto
Quo-Warranto is a writ issued by the High Court that confirms a person’s title to an office, evicting any unlawful occupants. When an individual illegally holds a law-created public office, the High Court may, by issuing quo-warranto, require the individual to demonstrate on what authority he holds the office and prohibit him from holding it in the future.
Article 102 (2)(b)(ii) of the Bangladeshi Constitution of 1972 grants the High Court Division the authority to issue quo warranto orders. A person holding or claiming to hold a government office may be required to demonstrate the authority under which he claims to hold that office.
If there is a request for the same item and no other similarly effective legislative solution exists, this document may be issued. As with habeas corpus, it should be noted that an aggrieved individual is not required to file a quo-warranato petition. Unlike habeas corpus, however, the former is discretionary despite its obligatory nature.
It grants the judiciary the jurisdiction and authority to monitor executive action in matters of appointing government officers against the applicable statutory provisions.
A person will be found to hold a public office without legal authority if he is ineligible to hold the office or if certain mandatory provisions of the law were violated when he was appointed or entered office. Additionally, the quo-warranto prevents a citizen from being denied a public office to which he is entitled.
Are you planning to do a writ or looking for criminal and civil remedies in Bangladesh?
Tahmidur Rahman Remura Wahid TRW is a full-service law firm that has been dealing with Writ-related problems on a regular basis since its inception through its qualified and experienced lawyers.
If you require any assistance or consultation, please visit our office or contact us at +8801779127165 or +8801847220062 (WhatsApp) or by email- info@trfirm.com.
E-mail: info@trfirm.com Phone: +8801847220062 or +8801779127165 or +8801708080817
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Types of leave in bangladesh under the labour law 2006
Leave and vacation under the Labor Code
In accordance with the Labour Law, both employees and employers must be aware of the legal provisions governing types of leave in bangladesh. In addition, according to labor law, the HR department of a corporation must be aware of the exact procedure for leave and holidays.
This article will therefore concentrate on the various types of leave and holidays, procedures, and benefits available to employees. In addition, the concentration of this article is on maternity leave and benefits for women in Bangladesh.
The Labour Law of 2006 provides workers with three categories of leave, namely:
Casual pay
Illness absence
Annual leave
CASUAL LEAVE
Every employee is entitled to ten (ten) days of unpaid leave during the calendar year. Such leave shall not accrue or be carried over to the following year.
SICK LEAVE
Every laborer shall be entitled to fourteen (fourteen) days of paid sick leave per calendar year. No such leave shall be granted unless he has been examined by a licensed physician. In addition, the Doctor must issue corresponding certificates. Such absence may not be accrued or carried forward to the following year.
ANNUAL LEAVE WITH WAGES
Every adult employee with one year of continuous service in an organization shall be eligible for annual leave. During the subsequent twelve months, an employee may request annual leave. Annual leave will be calculated at the rate of one day of paid leave for every eighteen days of work.
If a worker does not take advantage of the above-mentioned leave, he may still request it within twelve months.
Every employee will receive eleven (eleven) paid festival days per calendar year. If a worker is required to work on a festival holiday, he or she will receive two additional paid holidays and a substitute holiday.
Weekly holiday:
Each week, an adult laborer can claim â
one and a half days holiday for the shop, commercial establishment, or industrial establishment, and in a factory and establishment one day per week; can claim in each week one day’s holiday of twenty-four consecutive hours if he works for a road transport service; and no deduction shall be made from the wages of any such worker on account of such holidays.
Payroll calculation during absence or vacation
A laborer shall be compensated at a rate equal to the daily mean of his full-time wages for any leave or holidays granted by this Act. The salary will include dearness allowances and ad hoc or interim payments, if any, for the days he worked in the month prior to the leave. However, it will exclude overtime pay and bonuses.
PAYMENT OF WAGES FOR UNVEILED LEAVE
If a worker’s annual leave is forfeited due to retrenchment, discharge, removal, dismissal, termination, retirement, or resignation, the employer must pay the worker’s compensation in lieu of the forfeited leave. In accordance with the Labour Act of 2006, the rate of pay will be the same as that to which any worker is entitled during his leave.
Method for Leaving
A laborer who wishes to obtain a leave of absence must submit a written request to his employer that includes his leave address. The employer shall issue orders within seven days of the application or two days prior to the start of the leave requested, whichever is earlier. Nevertheless, if the requested leave is to begin on the date of application or within three days, then the order will be issued on the same day.
Acceptance versus denial of leave
Obviously, if an employer grants a leave, he will issue a leave permit to the employee. In the event of a leave refusal, the employer must provide an explanation. It must be communicated to the employee prior to the anticipated start date of the leave.
Prolongation of leave
If the employee, after convincing the employer of the need for leave, desires an extension, he must submit a request to the employer well in advance of the leave’s expiration. The employer must submit a written response to the employee’s leave address granting or denying an extension of leave.
Pregnancy Benefit
Every expectant woman will get:
Maternity benefit and maternity absence
Possession of the Right to Maternity Benefit
Every woman will be eligible to receive maternity benefits. The benefit period will be 8 (eight) weeks prior to the anticipated date of her delivery and 8 (eight) weeks following the date of her delivery.
When maternity benefits cannot be provided
Women are not eligible for maternity benefits unless they have worked for the employer for at least six months immediately preceding the date of delivery. In addition, no maternity benefit shall be paid to any mother who has two or more surviving children at the time of her confinement. However, she has the authority to request other available leaves in this circumstance.
Methodology for maternity benefits
Any expectant woman eligible for maternity benefits under this act may give oral or written notice to her employer at any time that she expects to be hospitalized within eight weeks. She may also designate an individual to receive maternity benefits in the event of her passing. When such a notification is received, the employer must allow the woman to be absent from the day after the date of notice until eight weeks after the date of delivery.
Any woman who fails to provide such notice and subsequently gives birth must notify her employer within seven days that she has given birth. In this case, maternity leave commences on the day of delivery and continues for eight weeks after that date.
Quantity of maternity benefits
The maternity benefit payable under this law is calculated based on the daily, weekly, or monthly average wage. The daily, weekly, or monthly average wages shall be determined by dividing the woman’s total wages earned during the three months immediately preceding the date she gives notice by the number of days she actually worked during that period. This payment must be made entirely in cash.
Restriction on a woman’s termination
If an employer gives a woman a notice or order of discharge, dismissal, removal, or termination of employment within six months before and eight weeks after her delivery without sufficient cause, she will not be denied any maternity benefits to which she would have otherwise been entitled under the act.
Holiday
Date
New Yearâs Day
1 January
Language Martyrsâ Day
21 February
Birthday of the father of the Nation, Bangabandhu Sheikh Mujibur
17 March
Independence Day
26 March
Bengali New Year
14 April
May Day
01 May
Buddha Purnima
15 May
Jumatul Bidah
29 April
Eid-ul-Fitr
02, 03 & 04 May, Monday, Tuesday & Wednesday
National Mourning Day
15 August
Shuba Janmashtami
18 August
Eid-ul-Adha
09, 10 & 11 July, Saturday, Sunday & Monday
Durga Puja
05 October
Ashura
09 August
Eid-e-Miladun-Nabi
09 October
Victory Day
16 December
According to the labor act of Bangladesh, festival holidays may be required to work, but workers shall be provided with two additional compensatory holidays with full pay and a substitute holiday without deduction of wages.
Bangladesh’s maternity leave
In Bangladesh, female employees have a right to eight weeks of paid maternity leave before and after giving birth. Women who have worked for less than six months or who already have two children can often take an unpaid vacation.
For new mothers in Bangladesh, maternity leave is a wonderful perk that can offer some much-needed rest and time off from work.
According to the Labour Act of 2006, expectant mothers have a right to up to 16 weeks of paid maternity leave at their typical daily, weekly, or monthly income.
Requirements for eligibility
The employee had to have spent at least six months working for the employer prior to her pregnancy. No woman will be eligible for maternity benefits if she had two or more living children at the time of her pregnancy. Until the employee presents a signed certificate from a licensed medical professional verifying her anticipated confinement or another form of proof that she gave birth to a child, the employer is not required to pay the maternity benefit. The employer may accept either a birth certificate or a medical certificate as proof. Employers are not allowed to hire women during the first eight weeks after childbirth, and women are not allowed to work in any setting.
Overall, maternity leave continues to be a significant advancement for Bangladesh’s workforce flexibility and advancement of mother health.
Leave for fathers in Bangladesh
Bangladesh is currently prohibited by law from providing paid paternity leave choices. With the assistance of Tahmidur Remura Wahid, widely regarded as the greatest law practice in Bangladesh, you can easily negotiate the country’s leave policies.
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