"We don't need laws for good people but bad people always find loopholes for manipulation," SEC Chairman Mirza Azizul Islam said speaking as special guest at the seminar on 'Proposed Companies Act 2004: Prospects & Problems' on Wednesday.

Stressing the need for making true financial disclosures and maintaining business ethics, the SEC chairman added that the commission has given extensive comments on the draft Companies Act.

The Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) organised the seminar at Hotel Purbani.

Commerce Minister Altaf Hossain Choudhury spoke at the seminar as chief guest while Commerce Secretary Siddiqur Rahman was also present.

Speaking at the seminar, commerce minister said a high-powered review committee has completed the first draft of the Companies Act.

Company secretaries' independence needs to be addressed through legal provisions in the Act, he said adding that the ministry has finalised the draft of Chartered Secretaries Act in consultation with many professional bodies including the law ministry and it is now in the cabinet division for approval in principle.

About the proposed Companies Act 2004, Altaf said realising the corporate needs with the change of time, initiative has been taken to revise it. He mentioned that the old Companies Act 1913 was last revised in 1994.

Some of the important issues regarding the role of Chartered Secretaries have been omitted, which may be reviewed and incorporated, the minister added.

Commerce secretary observed that just having a good piece of legislation is not enough. "Proper enforcement is necessary and our experience says enforcement of law is not satisfactory."

Rahman felt the government should not hurry. "Rather, we should take opinions of different stakeholders in this regard."

In his speech, President of the ICSMB AKA Muqtadir said the existing Companies Act 1994 came into effect replacing the age-old statute the Companies Act 1913, which was long outdated and unfit for the present digital era.

Long before Bangladesh's new enactment, both India and Pakistan have re-framed their relevant statutes back in 1956 and 1984 respectively. And that was not the end, rather they are reviewing their Acts almost every year and in the last two years both the Pakistani and Indian Acts have undergone massive revisions, he mentioned.

"Different provisions in the draft have already created much uproar and anguish among the various stakeholders."

Former president of the institute Muzaffar Ahmed felt that bureaucratic tangle prevails everywhere and without special effort of the ministry concerned, it might take long time to see the light.