Directors 90, Directors obligatory ~ (1) Every public company and a private company which isa subsidiary of a public company shell hhave at least three directors. 2) Every private company other than a private company mentioned in sub-section (3) shall have at least two directors, (3), Only a natural person may be appointed a director. 91. Appointment of directors : (1) Notwithstanding anything contained in the articles of a company (a) The subseribers of the memorandum shall be deemed to be the directors of the campany until the First director ars appointed. (6) The directors of the company shall be elected by the members from among their number in ‘general meeting 5 and (©) Any casual vacancy occurring among the directors may be filled in by the other directors but the person the appointed shall be a person qualified to be elected a directors under clause (b) and shall be subject to retirement at the same time as if he had become a directar on te day o1 which the'director in whose place he is appointed was last appointed a director. 2) Noiwithstanding anything contained in the articles of a company other than a private company not fess than one third of the whole number of directors shall be persons whose period of office is liable to determination at any time by retirement of directors rotation 93. Consent of a ndidate for directorship- ry person, proposed as « candidate for the office of a director shall sign, and file with the company, his consent in writing to act as a director, it appointed. ©) A person shall not act as a director of the company unless he has, within thiny days of his appointment, singed and field with the Registrar his consent in writing to act as such director 94, Disquslifeations of ditectors— (1) A person shall not be capable of being appointed ditector of a company, if (a) he has been found to be of unsound mind by a competent court and the finding isin Force : or (b)_he isan un-discharged insolvent ; or (6) He has applied to be adjudicated as an insolvent and his application is pending ; or (@) He has nor paid any call in respect of shares of the company held by him, whether alone o¢ jointly with oshers. and six months have clapsed from the last day fixed for the paytnent of the call: or (©) He is a minor 2) Acompany may in its articles provide additional grounds for disqualification of @ director 97. Qualification of Director (2) Without prejudice to the restrictions imposed by section 92, it shall be the duty of every director to hold qualification share to be specified in the articles and, if he is nor alrendy. ‘qualified, be shall obtain his qualification within sixty days afier his appointment, or such shorter time as may be fixed by the articles. (2) If, affer the expiration of the period mentioned in sub-section (1) any unqualified person acts as a director of the company, he shall be liable to a fine not exceeding two hundred taka for every day between the expiration of the said period and the last day on which it proved that he acted as a director (both days inclusive).108. Vacation of office of direetor- (1) The office ofa director shall be vacant, if. (@) fe fails to obtain within the time specified in section 97 (1) or at any time thereafier ceases to hold, the gualifcations-hares, i any, necessary for his appointment; or (b) he us found to be of umsound mind by a competent court: oF (©) he is adjudged an insolvent; or (@) hie fails to pay calls made on himn ‘in respect of shares held by him within six months fram the date of such calls being made : or (©) he or any firm of which he is @ partner or any private company of which he is a director, ‘without the sanction of the company in general meoting accepts or holds any office of profit tunder the company other than that of a managing director or manager ora legal or techitical adviser of 2 banker : or (0) he absents himselt from three consecutive meeting of the directors or from all'ecting of the directors for a continuous period of three months, whichever is the longer, without leave of abscat from the Board of Dircctors : or (8) he or any firm of which be is a partner or any private company of which be is a director accepts i loan oF guarantee from the company in contravention of section 103 ,or (hy he acts in contravention of section 105 2) A company may provide by its attcles that the office of director shall be vacated on grounds additional to those specified in sub-seetion (1). Seh-l (79) At the first ordinary meeting of the company, the whole of the directors shall rotize from office and at the ordinary meeting in every fsubscquent year, one-third of the directors For the time being oF . if their number is not three or a multiple of three , then the ruber nearest to one third shall retire from office. (80) The direciors to retire in every year shall be those who have been longest in office since: their last election, but as bewween person as Who become directors on the same day those to rotire shall, unless they otherwise agrecd among themselves, be determined by lot. (81) A retiring director shall be eligible for re-election, (82) The company at the general meeting at which a director retires in. manmer aforesaid may fill in the vacated office by electing a person thereto, (83) [Far any meeting at which an election of directors ought to fake place, the offices of the vacating directors are not filled in, the meeting shall stand adjourned fill the same day in the next week and shall be held at the same time and place and if at the adjourned mesting the offices of the vacating directors are not filled in, the vacating directers or such of them as have ‘Rot had their office filled in shail be deemed to have been re-elected at the adjourned meeting. (84) Subject o the provisions of sections 90 and 91 of the Companies Acts, 1994. the company ‘may fromm Lime to time in general meeting inerease or reduce the number of directors and may alsa determine in what rotation the increased or reduced number is 10 go out of office: (85) Any casual vacancy occurring in the Board of Directors may be filled in by the directors but the person so chosen shall be subject to retirement at the same time us if he had become a director on the day on which the director in whose place he is appointed was last elected a ditector. A director so chosen shall be know! as an alternative director. (86) The directors shall have power af time, and after the expity of a specified period to appoint ‘a person as an additional Director who shall retire from office at the next following ordinary general meeting bat shall be eligible for election by the company at that meeting as. an additional director103, 98. 400. (87) The company may. by extraordinary resolution, remove any director before the expiration of his period of office, and may by, an ordinary resolution, appoint another person in his slead: the person so appointed shall be subject to rotiremeat at the same time as if he had become a director on the day on which the director in whose place he fs appointed. was las elected x rector. Removal of Directors (1) The company may by exitucordinary resolution remove any shareholderAlirector before the expiration of his petiod of office and may by érdinary resolution appoint another person in his stead and the peison so appointed shall be subject 10 retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected director. (2) A director so removed shall not be re-appointed a director by the Board of Directors Loan of Direetor-(1) No company, hereinafter in this section referred to as the lending company, shall make any foan oF zive any guarantee or provide any security in connection with a loan made by a third party t0- (a) any director of the fending company ; {b any firm in which any ditector of the fending company is a partner : (©) any private company of which any director of the lending company is a director or member (d) any public company, the managing agent, manager or director whereof is accustomed to act in accordance with the directions or instructions of any director of the lending company: Provided that nothing in this section shall apply to the making of a loan or giving of any guarantee or providing any security by a leading company. if: (1) such company is a banking ‘company ot a private company not being a subsidiary of a public company, or if such company as a holding company makes the a loan or gives the guarantee or provide the security 10 its subsidiary; and (2) the loan is sanctioned by the Board of Directors of any company and approved by the general meeting and, in the balance sheet, there is a specific mention of the. loan. guarantee or security, as the case may be Provided further that, in no ease the total amount of the loan shall exczed 50% of the paid-up value of the shares held by such direcior in his own name (2) In the event of any contravention of sub-section (1), every person who is a party to such contravention including in particular any person to whom a loan is made or on whose behalf a guaranige is given to oF security provided shall be punishable with the fine which extend to Tive thousand or simple imprisonmént for six months in lieu of fine and shall be liable jointly and severally to the lending company for the repayment of such loan or for making good any sum whrich the fending company may be called up to pay under the guarantee given or security provitied by the fending company. (3) This section shall apply to any icansaction represented by a book debt which was from its inception in the nature ofa loan or an advance, Validity of aet of director- (1) The acts of « director shall be valid notwithstanding any defect that may afterward be discovered in his appointment or qualification: Provided that nothing in this section shall be deemed to be give validity to act done by a director after the appointment of such director has been shown to be invalid, Prohibition ‘on assignment of office by ditector: Any assignment of his office made after the commencement of the Act by any director shall be void and shail be of no effect.102. 107. 104, 130. 2 8 “ Avoidance of provision relioving liability of directors:~ Save as provided in this section, any provision, whether contained in the articles of a company or in any contract with a company oF otherwise, hereafier in this section referred to as the said provision, for exempting any director, manager or-officer of the company or any person, whether an officer of the company oF not, employed by the company as auditor trom, or for Indemnifying him avainst, any liability which by virtue of any rule of aw would otherwise attach to him in respect of any negligence, defaull, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void; Provided that ~ {a) nothing in this seetion shall operate to deprive amy person of any exemption or right to be indemnified in respect of anything dane or amitted to be done by him while the said provision was in force before the commencement of this Act . and (b) @ company may, in pursuance of the said provision indemnify any such director, ma officer or auditor against any liability incurred by him in defending any proceed whether civil or criminal, in which judament is given in his favor or in which he is scquitted oF in connection with any application under section 396 of this Act in which reliet is granted fo him by the Court Sanction of Directors necessary for certain contraets-Except with the consent of the directors, @ director of the company, or the firm of which he is a partoer or any partner of such firm of the private company of which he is a member or direcior. shall not enter into any contract for the sale, purchase or supply of goods and materials with the company. Restrictions on power of direetors- The ditectors of a company or of a subsidiary company of 2 publi company shall not, except with the consent of the company-concerned in general meeti {a) sell or dispose of the undertaking ofthe company 5 and (b) remit any debt due by a director. Director not to holds office of profit- No director or firth of which such director is a partner or @ private company of which he is a director shall, without the consent of the company in a general meeting, bold any office of profit under the company except that of a managing director fr manager or a legal or technical adviser or a banker Contracts Disclosure of interest by director in respect of contract etc.-(I) Every director who is directly or indirectly concerned or interested in any contract or arrangement entered in to by ot on behalf of the company’ shall disclose the nature of his interest at the mecting of the directors at which the contract or arrangement is determined, of his interest that exist, o, in any other case at the Tirst meeting of the directors after the acquisition of his interest or the making of the contract or surangement. Every director who contravenes the provisions of sub-section (1) shall be liable to a fine not exceeding five thousand taka. A register shall be kept by the company in which shall be entered particulars of all contracts or arrangements to which sub-section (1) applies, and which shall be open to inspection by any member of the company at the registered office of the company during business hou Every officer of the company who knowingly and willfully acts in contravention of the provisions of sub-section (2), shall be fiable to a fine not excceding one thousand taka, 4: 132 4 @ Q 8 Prohibition of voting by interested divectar- (1) No director shall, as @ director, vote on any aati sramgensen in which he is ether direlly or direaly concerning or ieterested, nor Shall his presence conn forthe purpose of foeming 2 quorum at she ime of any such vote, and if he does sb vote, his vote shall not be counted; Provided that the directors or any of them may vote on ny contract of indemnity against ony jose which they or any one or mare of them may suffer by reason of becoming o being sureties cor surety for the company, Every director who contravenes the provision of sub-scetion (1), shall be Hable 0 a Fine vot exceeding five thousand taka This section shall nol apply to a private company; provided that where a private company is @ subsidiary company of a public company. this section shall apply to all contiels or rrangernents made on behalf ofthe subsidiary company with any person other than the holding company. Disclosure to members in case of contract appointing « manager-(1) Where a company enters in to a contract for the appointinent of @ manage 3 agent of the company i which Contract any director ofthe eompany is directly or indirectly concerned or interest, ot varies ony such existing contract. the company shall, within ewenty one days from the date of entering in qe ibe contract or the varying of the contract, send an abstract of the term of such contract Or ie Nation, as the case may be togetber with @ memorandum clearly indicating the nature of the nerest of the direetor in such contract, or in such variation, so every member: and the contract Shall be open to inspection of any memiber at the registered offie of the company. if company makes default in esinelying withthe requirements of sub-section (1), ie shall Bs table tors frne not exceeding five thousand taka; and every officer of the company, who is knowingly and willfully in default, shall be liable tothe like penalty. Conuaets by agents of company in which company is undisclosed principal (1) Every manager rather agent ofthe company’other than a private company, not being the subsidiary compey Sr ublic company, who enters in {9 a contact for or on behalf ofthe company in whic or iat une company is an undisclosed principal shal, at the fime of entering in t0 the contest. aare et memoraducn in writing ofthe terms oF the contract, and specify herein the person with ‘vom i has beon made. every such manager of other agent shall forth with deliver the memorandum aforesaid vo the Rezisrar office of company’ and send copies tothe directors, and such memorandum shall be Raat in the office of the company and laid before the directors at the next directors’ meeting ir any suet manager or other agont makes default in complying with the requirements OF his Tear Susy the contract shal, atthe option ofthe conspany, Be void as ageinst the companys fa sueh manayer or otter agent sll be Fable to inert exceeding five hundred aks, oy