CA Certif (Hand book & MCQ Ques Tee) aN Kawser Jahan (MBA, LLB) New Royal PublicationBusiness Law (Hand book & MCQ Question Banks) CA Certificate Level Imrul Kayas, FCA ACGA, ACPA, AFA (UK), MIPA (Australia) Kawser Jahan (MBA, LLB) Mobile: 01737231658Business Law Hand book & MCQ Question Banks be reproduced transmitted in any f any from of this Publication May 1 including. photocopying, recording oF any informatic bY an in in writing from the authors. Any person on sora yy be liable to crimina who dos, 9.” 3 Hable to criminal prosecution and civ dares! al lain fr aut ght ate reserved NO part of means, electronic OF mechanical al system, without prior perl thorized a in relation to. this F ssior lication may 1" Publication — August, 2022 New Royal publication, Published by Islamia market, Nilkhet , Dhaka-1205 1813400051 copyti pyright All Right Reserved By The Authors. ISBN : D 1 974-309-00012-03 Price : : 400 (Four Hundred Taka Only)Sonvents CHAPTER 1: Companies Act, 1994... Types of Company Differences between Private & Public Company Conversion of Private company into public company Conversion of Public company into Private company Differences between company and partnership Formation of companies and administrative consequences ‘Memorandum Articles of association Differences between Memorandum and Articles of Association Contents of memorandum of company limited by shares Contents of memorandum of company limited by guarantee Contents of memorandum of company Unlimited ‘Share Capital Feature Types of Capital Modes of Capitalization Share Classification of shares Feature of share Distinction between shares and stock Issue and allotment of shares Minimum subscription Ashare Certificate Share Warrants ‘Share Certificate and Share Warrant distinguished Right Shares Bonus Shares Alteration of capital Procedure for reduction of share capital Reserve Share capital of limited company Unlimited company to provide for reserve share capital on registration Gall on share ‘Transfer and transmission of shares Conversion of shares in stock Dividend & Reserve Resolutions Kinds of resolutions Company Meetings Director Restrictions on appointment: Removal of Directors: As per Section 106: Power of Directors, Duties of Directors Disqualification of Directors: (section 94) ‘Vacation in Office of director: (section 108) Rotation of directors MCQ Practice Exam sn eenorship Act 1932. qyuaprer 2: Parte essential Efomonts of partnerships 8 Definitions dd as Partnership? ean Co Ownership be termes artnership pitference between P qypes of partnership: e patner by Holding Out ights of Partners © Concept of Authority of @ Partner «Duties and liabilities of partner? General duties of @ partner (Sec9) «Property of a Partnership Firm pifference between dissolution and reconstitution of a firm: stitution of a partnership fire: and Co-ownership ® Recon! Admission of a new partner Retirement of apartner «Expulsion of a partner ‘* Insolvency of a partner © Death of apartner Transfer of interest of apartner «Different Modes of Dissolution of Partnership Firm «Dissolution of partnership firm by order of the court (sec 44) Dissolution of partnership firm by order of the court: ‘¢ Right of Partners on Dissolution of Firm: Liability of partners on dissolution of firm: «Settlement of accounts on dissolution firm © Assets of the Firm: * MCQ Practice ExamCHAPTER 3: The Negotiable Instruments Act 1881 Situation without Negotiable Instruments Purpose of formulating the Negotiable Instruments Act Examples of Negotiable Instruments Promissory Notes Bills of Exchange ‘Cheques ‘Working of a Bill of Exchange Parties to a Negotiable Instrument Presumptions and Estoppel under the Negotiable Instruments Act, 1881 Classification/ Types of Negotiable Instruments Difference between Promissory Notes and Bills of Exchange Negotiation of an instrument: Holder and holder in due course of a negotiable Instrument: Difference between Holder and Holder in due Course: Privileges of a Holder in Due Course: Presentment of Negotiable Instruments for Acceptance Indorsement of Negotiable Instruments Different types of Indorsements: Crossing of cheque: Maturity of Negotiable Instruments Method of calculating Maturity of Negotiable Instruments Payment of negotiable Instrument: Liability of parties to a negotiable instrument: Presentment of Negotiable Instruments for acceptance: ‘As against any party sought to be charged- Situations when presentment of Negotiable Instruments is not necessary: Interest Payable on Negotiable Instruments (Sec 79 & 80) Discharge of Negotiable Instrument: Different modes of Discharge of a Negotiable Instrument: Discharge of parties to a negotiable Instrument: Material of Alternation of Negotiable Instruments: Examples of Material Alterations ~ ‘What is not Material Alteration — Effects of Material Alteration of Negotiable Instruments Forged Endorsement of Negotiable Instruments Finder of a lost negotiable Instrument: Dishonor of Negotiable Instruments: Circumstances under which an instrument Is said to be Dishonored: Circumstances where Notice of dishonor is not required: Mode of giving Notice of Dishonor: Compensation of Dishonor of a negotiable Instruments: Dishonor of cheque for insufficiency of funds: (Sec 138) Conditions for invoking the provisions of section 138 for dishonor: CQ Practice Exam VVVVVVV VV VV VV VV VV VV VV VV VV VV VV VV VV VV VV 135‘ontract Act, 1872 ... 143 CHAPTER 4: The C Definition Egsential elements ‘of a contract between Contract and an Agreement Distinction Promise Proposals offer Acceptance How is an offer to b standing Contract and open proposé Revocation Intention to creat Consideration Void and voidable agreements Capacity of Parties, Free Consent Legality of object and consideration voidable contracts Contingent contracts Performance of ‘contracts Termination ‘Quasi contracts Contracts of indemnity Contracts of guarantee Difference between indemnity and guarantee Continue guarantee The extent of the liability of the surety Contribution between co- sureties Bailment Bailments by a way of pledge pawn Law of Agency MCQ Practice Exam 172 KAAKKKA .e communicated als re legal relations i. cc WA K RVR RRR EKER KKK a8PRESS SEES EEE EEE EEE CHEESE EERE EEE E OEE OOOO EEEED CHAPTER 1 Companies Act, 1994 ‘Types of Company Differences between Private & Public Company Conversion of Private company into publiecompany Conversion of Public company into Private company Differences between company and partnership Formation of companies and administrative consequences Memorandum Asticles of association Differences between Memorandum and Articles of Association Contents of memorandum of company limited by shares Contents of memorandum of company limited by guarantee Contents of memorandum of company Unlimited Share Capital Feature Types of Capital Modes of Capitalization Share Classification of shares Feature of share Distinction between shares and stock Issue and allotment of shares Minimum subscription Ashare Certificate Share Warrants Share Certificate and Share Warrant distinguished Right Shares Bonus Shares Ateration of capital Procedure for reduction of share capital Reserve Share capital of limited company Unimited company to provide for reserve share capital on registration Call on share Transfer and transmission of shares Conversion of shares in stock Dividend & Reserve Resolutions Kinds of resolutions Company Meetings Director Restrictions on appointment: Removal of Directors: As per Section 106: Power of Directors Duties of Directors Disqualification of Directors: (section 94) Vacation in Office of director: (section 108) Rotation of directors 5Company: As Under om registered under this Act or an existing Section 2 (1) {d) The Companies Act, 1994: "Company means a company formed ang company.” Types of Company: 1. Private Company According to section 2 (1){a) " 1. estrict the right of to transfer its shares, fany; «prohibits any invitation to the public to subscribe for its shares or debenture, fany, om the number of its members to fifty not included person who are in its i “private company” means a company which by its artic employment: - provided that where two or more persons hold one or more shares in a company jointly, they shal forthe purposes ofthis definition be treated as a single member. A privat limited company incorporates with minimum two person and maximum number is limited to fifty members. ‘Types of Private | Company: Private companies may be limited by shares or private company with unlimited liability. limited by guarantee. There cannot be 2 i. Companies limited by shares: Liabilty is limited up to paid up share capital at the time of liquidation. ji. Companies limited by guarantee: . Liability is limited up to paid up share capital and guaranteed amount of shareholders at the time of liquidation. Privileges of a private company: There are a number of privileges and exemptions allowed to a private limited company by the companies Act in different sections. Of these, the most important ones are listed below: ‘It may consist of two persons only (Section-5) b. Statutory meeting and the connected statutory report are not applicable (Section-83(2)] © Twodirectors will suffice (section 90(2)] 4. Retirement provisions not applicable [section 91(2)] No obligationto file a statement in leu of prospectus [section141(3}]. {, No restriction on allotment of shares or debentures [section 148(13)]. & No restriction to obtain a certificate of commencement [section 150(6)]. 4. Submission of annual accounts and report to members Is not required [section 191(5}]. 1. Regulations 79 to 87 of schedule ~1, 0n retirement and rotation of directors are not compulsory for inclusion in thearticles of association of a private limited company.2. Public Company According to section 2 (1)(r) “Public company” means a company incorporated under this Act of under any law at any time in force before the commencement of this Act and which is not a private company. ‘A public limited company incorporates with minimum seven person and maximum number of shares. ‘Types of Public Company: i. Companies limited by shares: Liability is limited up to paid up share capital at the time of liquidation. Companies limited by guarantee: Liability is limited up to paid up share capital and guaranteed amount of shareholders at the time of liquidation. inlimited companies: Liability of Shareholders is unlimited. Types of Company (based on control) 1. Holding Company: When a company ac another company or companies. The com) clarifies, interalia, that the holding of such controlling interes the following forms: -quires controlling interest in the affairs of pany Act in its definition clause at section 2 sst should take all or one of 1. Its assets may consist in whole or in part of shares in another company. 2 Such shares or other interests may be held either directly or through anominee. 3. Such interest should be in the form of holding more than fifty percent of shares or voting rights in that othercompany. 4. Such voting rights gives power directly or indi directors in that other companyotherwise then deed. The st emphasis more on the position and prerequis holding company. rectly to appoint the majority of the the virtue of the provision ofa trust ub-section (5) of section 2 which actually deals with holding company gives site of becoming a subsidiary of that ii. Subsidiary company: The situation of subsidiary company can be located form sub- section 2, 3 & 4 of section 2. The sum up, It is a company more than fifty percent of whose issued share capital or voting power is held by another company or the majority of whose directors canbe appointed by another company.|. Types of Company (based on incorporation): |. Statutory Company: A Statutory company is a company which is incorporated by a special act of the legislature (were often incorporated by a specific Act of Parliament) and not under the companies Act. Public Utility companies such as companies in relation to railways, gas, electricity, etc. ii, Chartered Company: A chartered Company is a company which is by a royal charter for specific purpose. e. g. East India company. A Chartered company is regulated by the term of its Charter. ._ Registered Company: A company must be registered under the Companies Act. After registration, the registrar of the companies issues a Certificate of incorporation. Following the incorporation, the company becomes a Registered Company. . Group companies: The term group means a set of individuals, association firms or bodies corporate, together in plural number which canexercise control over any other body corporate, firm or trust. Differences between Private & Public Company: restricting the transfer of shares) Particulars Private Company Public Company Number of members Minimum: 2, Maximum: 50 Minimum :7, Maximum to number of shares Restriction on transfer Share | Yes (there must be regulations | No Restriction on invitation to Cannot invite to public Can invite to public Public toPurchase share or debentures Restriction of name Yes (Private limited mentioned | No atthe end of name) Submission of Prospectus | Need not to file Must be filed Number of directors Must have 2 directors. Must have 3 directors. Qualification of shares and | Need not be filed with the Need to be filed with the consentof directors register register Issues of right shares Do not Do Commencement of Business | After incorporation of certificate| After obtain a certificate of commencement of Business Statutory Meeting and Not required Required StatutoryreportConversion of Private Company into public company ‘as per section 231 of this act a private company can be converted into public company by following manner: + Aprivate company having at least seven members at the time of conversion. + Alteration of articles of association in such manner that they no longer include the provisions which under (q) of sub-section (1) ofsection 2 of the Companies Act. « Ason the date of alteration the company ceases to be a private company. « Within the period of 30 days after the said date file with the Registrar either a prospectus ora statementiin lieu of prospectus. Conversion of Public company into Private Company {sper section 232 of this act a public company can be converted into private company by, following manner: + Apublic company having not more than fifty members at the time of conversion. + By passing a special resolution altering its articles so as to exclude provisions if any, in the articles of association application topublic company and include therein provisions applicable to a private company. «Ifthe company has secured creditors, their written before passing a resolution as per provisionof subsection with the Stock Exchange shall have to be de-listed. onsent shall have to be obtained (1) and the shares enlistedDifferences between company and partnership Topic | Compar Partnership Registration ‘A company comes into existence | Registr: is not compulsory. only after registration under the Companies Act. _| Number of} For private limited company | For _ partnership organization members minimum 2 maximum 50 members | minimum member is 2 and to form the company. In case of | maximum 20. for banking public limited the minimum | partnership maximum member is member is 7 and maximum is the | 10 persons limited to number of shares. Legalstatus ‘A company is registered by law asa] A partnership is a collection of single person. It has a_ legal | individuals. It is not considered to personality. be a single person. ‘Authority of A shareholder in his individual | Each partner has authority to members capacity cannot bind the company | bind the firm by his, in any way. acts. Contractual ‘A company has contractual | A partnership firm cannot go into capacity capacity. contract alone. Management ‘A company is managed by the | A partnership firm is managed by board of directors. the partners Length of [A company has perpetual | When a partner dies or becomes existence succession.it comes to an end | insolvent a partnership comes to when liquidated according to the | an end. provisions of the Companies Act. Liability of The liability of the members of a| The liability of the members of a members company is limited. Partnership for debts of the firm are unlimited. Transferability | The shareholder of a company can| A partner of a firm cannot ordinarily transfers his share and | transfer his interest in the firm to the transferee becomes a member | an outsider and make transferee of the company. a partner without the consent of all the other partners. Statutory The company is required to comply |In the case of _ partnership obligations with various statutory obligations | there are no such regarding management, e.g,, filing | statutory obligations. balance sheets, maintaining proper books and registers. 10Formation of companies and administrative consequences The body who takes the initiative to form a company may be individuals or even an existing company. They are called the promoters or the sponsors, The formation of a company is. 0 three-stage process entailing: i Promotion 1, Registration & wi Commencement of business Promotion: The process by which a company Is incorporated or put into shape as corporate body or floated by issuing shares Is the promotion part of the job. Registration: When a company is formed, the promoters need to get that registered with the Registrar of joint Stock Companies and Firms by fulfiling all requirements. From the date of registration, the company Is a corporate personality and will haveits existence, continuous and perpetual unless liquidated. Commencement of business: After the company is registered, the Registra certificate called “Certificate of Incorporation” which Is a vital document for the company. Memorandum “The memorandum of association isa document which contains the fundamental rules regarding the constitution and activities of a company. {tis the basic document which lays down how the company Is to be constituted and what workit shall undertake. The purpose __ of the memorandum is to enable the members of the company, its creditor, and the public to know what its powers are and what is the range of its activities. ‘The memorandum of association provides for: + Name + Address of the registered office ‘+ Object of the business + Uabillty of members and + Capital of the company. 11Articles of association The Articles of Association is a document which contains rules regulations and bye-laws regarding the internal management of the company. The articles of association govern the administration of the company in that it spells out all internal regulations such as directors their appointment, conduct of Board meetings, general meetings, share transfer, books of accounts, and audit ete. The articles cannot go beyond the terms of the memorandum and it constitutes an agreement between the company and its shareholder. Contents of Articles of Association ‘The Articles of Association usually contain provisions in respect of the following matters: + Share capital, rights of shareholders, payment of commissions, share certificates. + Len on shares. + Calls on shares. + Transfer of shares. + Transmission of shares. + Forfeiture of shares. + Conversion of shares into stock. + Shares warrants. + Alteration of capital. + General meeting and voting right of members. + Appointment and rumination of directors, board of directors, managers and secretary. + Dividends and reserves. + Accounts and audits. + Capitalization of profit = Winding up. Differences between Memorandum and Articles of Association sl. Memorandum [Articles of Association No. L Memorandum is the fundamental charter | The articles are rules regarding internal of the company determining its management. constitution. 2 The memorandum can be altered Articles can be altered easily. only after the adoptionof certain formalities. 3. | Thememorandum defines the powers _| Articles define and regulate the of the company andthe relationship relationship between thecompany and between the company and the the members and the relationship 12members between the se and also non-members. members. @._| Acts beyond the powers of memorandum | On the contrary, acts done by a arevoid. company beyond the articlescan be Such an act cannot be ratified by the _| ratified by the shareholders provided members even by a they are within unanimous resolution. the powers of Memorandum. Contents of memorandum of company limited by shares ‘As per section 6: ‘The name of the company, with “limited” as the last word in its name 2. Theaddress of the registered office 3. The object of the company ‘4. That the liability of the members is limited s. The amount of share capital with which the company proposes to be registered, and the divisions thereof into shares of a fixedamount. Contents of memorandum of company limited by guarantee As per section 7: ‘The name of the company, with “limited” as the last word in its name The address of the registered office ‘The object of the company That the liability of the members is limited Undertaking from members yee ee Contents of memorandum of company Unlimited As per section 8: 4. The name of the company, with “limited” as the last word in its name 2. The address of the registered office 3. The object of the company Share Capital Share Capital: The owner's primary interest by invested against shares in the company is what is known as the share capital of that company. The company is what is known as the share capital of that company. The Companies Act defines share as share in the capital ofthe company and according to section, 6(b) every subscriber of the memorandum must take at least one share, The Summation is the product called share capital. In short, the fund raised by issue of shares in share capital called. 13,at fixes the share capital of 8 COmPARY. But capital g “r ean not to be returned to be shareholder. The NC Fang apitat, types and distribution, consolidation, sant of ‘without which a company cannot take steps ng rete ticles. In tirely the business consideration th ‘must be maintained BY tne company an tion should express state the share ¢ er issue, capitalization eter wy must first 60 FOF alternation of the a Itisen associal provisions of furth absence the compam a company means the amount of money which is authorized he issues of shares. Hence, a company’s capital i its hrase ‘debentures capital is used to denote the i also Mount Capital:_The capital of Memorandum to raise, general BY Ul called ‘share capital’. Sometimes the pl orrowed by the company and secured BY debentures. Feature Types of Capital: fominal capital or authorized capital is the total f face 1. Nominal or authorized share capital: N Value of the shares which the company is authorized to issue by its memorandum of the company is also called its registered capital. association. The total share capital 2. Issued share capital: Issued capital is that part of authorized capital which is actually offered to the public for sale. 5, subscribed share capital: subscribed capital is that part of the issues capital which is the taken up and accepted by the public. 4 Paid up capital: Paid up capitals the amount of money actually paid by the subscribes or credited as so paid. op on . eserve capital: A company by a special resolution may declare the uncalled capital ofthe company shall not be capable of being called up expect when the company is wound up. The uncalled capital-becomes the reserve capital of the company. {Section.74) oo aareeaeee task of providing fund for business undertaking is the is capital to be Ea erste sponsors. It is they who decide how and to what extent eae ene eee nae i” in-fact capitalization depends on the kind and character of the extent of capital of eee, oe statutory regulations which determine the size and Se nies ee companies. The maximum limit, criteria, and eligibility of ries of companies are fixed by the authorities from time to time. The aspect of issuance Niclas Spa are Fe a company is controlled by the securities & Exchange eee edthe Seen of capital Issues. According to the circuat faved private and public limited companies for issuance of 14 ooPrivate companies a) b) q 4) Capital may be raised up-to fifty-lac taka without consent of the government. Capital may be raised up-to one crore taka with consent of the government. Private limited companies formed and promoted under join venture basis with foreign organization or nationals may, with consent of the government raise their capital up-to five crore taka, Private companies will have to convert themselves into public limited companies a5 and when the exceed thelr aforesaid exemption limits. Public Companies: a) ») q Capital may be raised up-to twenty-lac taka without the consent of the government. It however, remains optional for private limited companies to convert themselves into public into public on their own before reaching the above target. ‘The above was government's circularized provision for capital issues. But on the context of a free market economy, those have of-late, been, withdrawn and relaxation allowed to companies for their capital generation. Share: The shareholders are the owners of the company. Therefore, a ‘share’ may be defined as an interest in the company entitling the owner of a proportionate part of the profits, if any, and of a proportionate part of assets of the company upon liquidation. In Borland’s Trustee V. stell Brothers & Co. (1902), the justice Farewall defined that “a share is the interest of a shareholder in the company measured by a sum of money for the purpose of liability in the first place and interest in the second, but also consisting of a series of mutual covenants entered into by all the shareholder's interest. A share is not sum of money and made up of various rights contained in the contracts.” Classification of shares: The share capital of a company is generally dived into the following classes of shares: 1. Preference share: Preference share are those share whose holder are entitled to a fixed rate of dividends (irredeemable preference shares), before any dividend is paid to the ordinary shares. Preference shares might be cumulative or non-cumulative. In the case of cumulative preference shares, if the profit made by a company in a particular year is not sufficient to pay at the prescribed rate, the shortage must me made up of the profits of succeeding year. In-non cumulative preference shares, such shortages are not required to be made up. Dividends which are not paid, do not accumulate but lapses. 2. Ordinary shares: Ordinary shares are those whose holders are entitled to dividend out of the net profits of the company after the fixed dividend on preference share has been paid up. 15ved shares or Founders’ shares: Deferred shares or Founder’ shares are ugyay eee ih al ters in consideration of the service rendered by them; and te ideration of the commission due to them. In either case, tye be filed with registrar and the number of such shane, must be stated in the prospectus or in the statement in lieu of prospectus (Sec.135), ‘The deferred shareholders are usually entitled to @ certain proportion of the pros re dh remain after paying the avidend on the capital paid UP on all the other shag, forthe time being issued at a particular rate. 3, Defer allotted to the promo! the underwriters in cons! particulars of contract must hare is the unit of capital measured by a sum of money, itis a moveable property. Shares are distinguished by its given in scrips called share certificates. A share certificate, le thereto i.e. the name of the holder is the prima facie 1e owner is shareholder. It is his personal Feature of share: S! intangible but very much appropriate numbers and are given under mentioning the tit evidence of ownership of those shares and th estate with his interest in the company. Distinction between shares and sto 1. Shares are in units, whereas stock is in a lump holding. but stock of shares are available in share certificate. 2. Shares are intangible, gister, while stocks are recorded in the register of 3. Shares are recorded in members ret share certificates called script register. 4. Shares constitute capital of the company and stocks are items of trade in the stock exchange. 5, Shares may not be fully paid but stock must be fully paid because of its transferability. 6. Ownership of share is complete only on registration at company’s end. But ownership of stock is complete by mere possession of the share certificate, if transfer instruments verified by company. 7. The provisions of the act applicable only to shares will not be applicable to those converted into stock (sec. 55) 8. The shares of the same company are of equal nominal value. But stock may be divided into unequal amounts. Thus Tk. 100 worth of stock can be divided into two parts of Tk.50.each. 9. Shares cannot be issued for transferred in fragments. Thus, a member cannot hold half ofa share. Buta stock can be transferred in fragments. 10. Shares may be partly paid. Shares can be converted into stock only when fully paid. 11, Stock cannot be issued when a company is initially formed. Shares are issued when 4 company is formed, 12. Shares at io re numbered consecutively, Stocks are not numbered. But the names of the stock-holder are recorded in the Books of the Company, 13. Shares can be directly \ rectly Issued to the public whereas stock cannot be issued direct- 16Issue and allotment of ‘ares: In the course of formation of the company or consequent upon any expansion programme, shares are issued for subscription. A public company after incorporation often issues prospectus inviting public for subscriptions to the capital of the company. Banks collect share application money and send those to the company concemed. The applicants are allotted with shares on the basis of their application. If subscription surpasses the extent of offer, the matter Is generaly settled in the following ways: a) —full allotment is made to the applicants of minimum acceptable units: _ allotment is made for the remainders on pro-rata bast _ refund warrant is issued for the balance amoun OR b) _allotment is made by lottery or as prescribed by the Securities and Exchange n (SEC). Commi refund warrants are issued to the unsuccessful applicants. Minimum subscription: Where shares are offered to the public for subscription, the prospectus must mention the minimum amount which must be raised by the issue of shares before the company can commence business. The minimum subscription is to be fixed by directors or by the persons who have signed the memorandum. Section 148(2) states that no allotments shall be made any capital of a company offered to the public for subscription, unless the amount stated in the prospectus as the minimum amount is raised by the issue of these shares and at least 5 % of that amount have been paid in cash to the company. This amount is to be determined by taking into account the following expense: 1. The purchase price of any necessary property 2. The preliminary expenses, including commissions payable for the sale of shares. 3. Repayments of any money borrowed by the company for the above two purposes. ‘The amount of minimum subscription stated in the prospectus shall be reckoned exclusively nin cash. All moneys received from applicants for ‘of any amount payable otherwise that Shares shall be deposited and Kept in a schedule bank until the certificate to commence business is obtained. Ashare Certificat Letters of allotments are supposed to be exchanged by definitive scrips called the share certificates. A share certificate is often referred to as ‘script’ (not script) by the trading circle, meaning an instrument containing shares. This is in vogue particularly in the stock exchange. ‘The Act provides ni be completed and kept ready Share certificates are Issued only in pursuance of a board resolution and in exchange of allotment letters. If the letter Is lost or destroyed, sufficient indemnity in the form of an indemnity bond and other formalities, such as FIR at the police station and press announcement shall have to be made by the incumbent. If the share certificate is lost or destroyed the same procedures need to be followed. Before Issuance of a duplicate certificate, itis good practice to nat the stock Exchange about the matter. * 7, nety days-time after allotment by which period those certificates are to for delivery [ section. 158(1)]ould also conform to certain degree of standard 50 far 35 sing mntents etc. are concerned. However, there is 0 Such rule Farmed ¢ 1. Based on the usage and practice a share certificate shoul The share certificate thickness, format and co far in Bangladesh in this regar tch and include the following: : a it should look lke a certificate of worth with a consecutive number, 2. Name of the company with monogram, authorized capital with nominal value, 3. Specification of the shareholder. / 1. Number of shares, distinctive numbers and folio. Embossed Common seal of the company 6. Atleast two authorized signatures. 7. Revenue stamp as per stamp Act (if required) Share certificates should not be delivered to the shareholders without incorporating the details of each certificate in the member register and in the scrip book. The best is to make ‘out the computerized print. All blocks, forms, and documents in connection with the issue of share certificate and all bank certificate meant for future use should be kept in a safe custody with the company secretary or the Managing Director. Share Warrants: By virtue of section 46 a public limited company (not a private company) limited by a share, if authorized by its articles, may, in respect of fully paid shares, issue under its common seal, a share warrant stating that the bearer thereof is entitled to shares therein specified and may further provide for the payment of future dividends on the shares included in the warrants by means of coupons or otherwise. It is to be noted that, only public companies may issues share warrants, and that too on the fulfillment of certain conditions as stated below. A public company may issue share warrants under its common seal provided. a) There is authority in the articles to issue them, and b) The shares are fully paid up. Since share warrant entitles the bearer to the shares specified in it, and since the shares may be transferred by mere delivery of the share warrant, it follows that a share warrant, unlike share certificate, is a negotiable instrument. 18Section 5 herepi a Provides that on the Issue of a share warrant, the company must strike out of i 'gister of members the name of the member and must enter the following particulars: (i) The fact of the issue of the share warrants. Ul) The description of the share included in the warrant, distinguishing each share by its number; and (ili) Date of the issue of the warrant. If default is made in complying with the requirements of this section, it shall be liable to a fine not exceeding Taka two hundred for every day during which the default continues, and every officer of the company who knowingly and willfully continues or permits the default, shall be liable to a like penalty. The bearer of share warrant may, if the articles so provide, be deemed to be a member of the company either to the full extent or for any purpose defined in the articles. But holding, of a share warrant does not operate as a qualification for being a director of a company, where such is imposed by articles (Section 49) Section 48 entitles the bearer of a share warrant to surrender it for cancellation and to have a share certificate issued in his name. Share Certificate and Share Warrant distinguished: The share specified in the share certificate can be transferred by the execution of a transfer deed and its delivery along with the share certificate to the transferee to enable him to get himself registered as a member, but in the case of a share warrant the share are transferable by a mere delivery of the warrant. The following are the main points of distinction between the two instruments: 1. A share certificate is issued in respect of pertly or fully paid shares, while a share warrant can be issued only in respect of fully pald share. 2. The holder of a share certificate is a registered member of the company while the name of the bearer of the share warrant is not entered in the register of the members. 3. The holder of a share certificate is essentially a member of a company to the full extent. But the bearer of a share warrant cannot claim to be so unless so the provided in the articles and for the purpose as defined in the articles. 4. Both public and private companies are required to issue share certificates, but share warrants can be issued only by public companies. 5, A share certificate is not a negotiable Instrument, but a share warrant indeed a negotiable instrument 6. A share warrant does not constitute the share qualification of a director where qualification is imposed by the articles, but the share certificate does it. 7. The holder of share certificate can go to the court seeking remedy for any management misdeeds or for alteration of the articles or even present petition for winding up of the company, But the holder of share warrant cannot do so. 19Right Shares: Right shares are those shares which are issued after the original issue of shares, but having an inherent right of the existing shareholder to subscribe to these shares in proportion to their holdings. This right has been conferred on the equity shareholders by the Company Act in section, This section has authorized to issue right shares. The articles of the company may aso include similar provisions. These shares can, however, be issued to the non-members sien the existing shareholders renounce or dé nat accept the offer within & prescribed time limit the issue of right shares must be within the limit of authorized capital of the company. Generally right shares are Issued to the existing shareholder at a concessive rate, that is of the shares are much above they are offered to the when the prevailing market price if shares care sold in the market at par existing shareholder at nominal value. Alternatively, or even below the face value, right shares may be offered at a price lower than that. Right issues are to be made as per SEC guidelines and listing regulations. According to regulation 22{1) of the DSE listing regulations, a listed company shall issue entitlement letters or right offers to all the shareholders within a period of forty. Five days from the date of the share transfer register of the company closed for this purpose. The allotment of right shares must be supported by a return of allotment filed with the Registrant (sec.151) within sixty days of allotment. Bonus Shares: The company may capitalize its accumulated resources and profits by the issue of shares called bonus shares. Bonus shares are issued by pouching back unappropriated profit! or reserve in order to strengthen the capital structure or to de working capital structure or to meet the working capital needs of the company. But the articles of the company must permit the issue of such bonus share. Like the right share the also issued shares are also issued to the existing shareholders in proportion to their shareholding and dividend right. But bonus shares cannot be renounced. Often bonus shares are issued in lieu of dividend. So, bonus share may well be termed as dividend in kind. However, in the annual return bonus shares are shown and included as cash issue. The right shares or the bonus issue do not affect the rights of the existing shareholder in any Way- 20The require i ‘uirement to issuance of bonus is outlined below. Ifbonus shares are to be issued by a company. 1 There must be like provisions in the company’s articles 21ts authorized capital must be sufficient to cover the same. 3 The shareholders Must resolve to capitalize profits or to apply the share premium account or utilize other reserves and to issue bonus share 4 The shares must be allotted by a Board resolution in the proportion determined by shareholders in general meeting, 5) A return of allotment must be submitted to the Registrar within sixty days after allotment of shares, Alteration of capital A company can alter its share capital in a manner mentioned in its articles. However, if so such power is provided in the article., the may after the article by a special resolution so as to provide for such power. The capital may be alerted, so as to increase. Consolidate, cancel ‘or convert the shares (Section.53) Increase capital: The share capital of a company whether converted into stock or not, may be increased in a general meeting by issuing new shares (section 53). Where the capital is increased beyond the registered capital, the notice of increase, including the particulars of the classes of shares affected, must be filled with the Registrar within 15 days of the passing of the resolution. Increasing share by issuing new shares: According to section 155, where the directors decide to increase the subscribed capital of the company by issue of further shares within the limit of the authorized capital, the following procedure are to be followed: a) Such further shares shall be offered to existing equity shareholder in proportion as nearly as circumstances admit. b) Such offer shall be made by notice specifying the number of shares offered and specifying the time limit, not being less then fifteen days from the date of the offer, within which the offer if not accepted, will be deemed to have been declined. ©) After the expiry of the time specified in the notice aforesaid, or on receipt or earlier intimation from the members to whom such notice is given that he declines to accept the share offered, the directors may dispose of the same in such manner as they may think most beneficial to the company. 212. Consolit If the articles provide, the company may in general meeting, consolidate seid all or any ofits share capital nto shares ofa larger amount than the existing Shares or convert all or any of the paid-up shares into stock and reconvert into paid up shares of any denomination {section.53 (1) (b}]. Notice of consolidation, conversion or reconversion is to be filled within 15 days thereof with the register. In default, the company ‘and its officers are liable to a fine not exceeding Tk 200 for every day during which default continuous (Section. 54(1)(2)] 3. Subdivision: A company, if authorized by its articles, may sub-divide in general meeting the capital into shares of a smaller amount than is specified in the memorandum. The effect of such sub-division will be that the remaining unpaid amount on each new share shall be proportionate to that unpaid on the shares from which the division made [Section.53(1)(d)] 4, Cancellation: A company may cancel any share which at the date exercising the power in that behalf have not been subscribed for or agreed to be subscribed for any person and diminish the amount of its share capital by the amount of the shares so cancelled [section.53(1)(e)] 5, Reduction of share capital: The power to reduce capital must be given by the articles. If no such power, the articles may be changed by a special resolution. According to section 59, the share capital may be reduced by: a) reducing a extinguishing the liability of members for uncalled share capital: or (b) writing off lost share capital: or c) paying off share capital which is in excess of the wants of the company, or d) All these are to be done only by way approve by the court. Procedure for reduction of share capital: Reduction of capital is possible only by passing a special resolution and confirmation by the court. The court would inquire into the objections, if any, raised by the creditors. In this respect the court settles the list of creditors entitled to object and issues public notices (section:62). On hearing the objections, the court may confirm the reduction on such terms and conditions as it may dam fit(section:64) Reserve Share capital of limited company: A limited company may be special resolution, determine that any portion of its share capital which has not been already called up shall not be called up, except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the purposes aforesaid; and such-portion shall be called reserved share capital (Section-74) 22Unlimite cemany bento. arovi for reserve share capital on registration: When an unlimited ah crea the Pogateat ‘apital adopts a resolution for registration as a limited company, euch it Re states Oe amount of its share capital by increasing the nominal amount of capital b's creda oe to the condition that no part of the amount by which its up. The portion of all be called up except in the event of the company being winding r of the share capital increased shall be called the reserved share capital (section 73). Gallon share: The directors may from time to time make calls upon the member in respect of any moneys unpaid on their shares, provided that no call shall exceed one-fourth of the nominal amount of the share, or be payable at less then the one month from the last call; and each number shall (subject to receiving at least fourteen days’ notice specifying the time or times of payments) pay to the company at the time or times so specified the amount called on his shares. (para12 Schedule 1) The joint-holders of a share shall be jointly and sevefally liable to pay all calls in respect thereof. (parai3, Schedule1) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of five percent, per annum from the day appointed for the payment thereof to the time of the actual payment, but the directors shall be at liberty to waive payment of that interest wholly or in part, (para 14, schedule1) The provisions of these regulations as to payment of interest shall apply in the case of non- payment of any sum which, by the terms of issue of a share, becomes payable, at a fixed time, whether on account of the amount of the share, or by way of premium. (para15, schedule) The directors may makevarrangements on the issue of shares for a difference between the holders in the amount of calls to be paid in the times of payment. (para16, schedule1) The directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him; and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not excluding, without the sanction of the company in general meeting, six percent.) as may be agreed upon between the member paying the sum in advance and the directors. (para17, Schedule1) 23shares: The instrument of transfer of any share in the company Transfer and transmission o shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof. (paras, schedule 1) shares in the company shall be transferred in the following form, or in any usual or common from which the directors shall approve, (para 19, schedule 1) 1, AB of, in consideration of the sum of (taka) paid to me by CD of (hereinafter called the said transferee) do hereby transfer to the said transferee in the share (or shares) numbered in the administrators and assigns, subject to the several conditions on which | held the same at the time of the execution thereof, and, |, the said transferee, do hereby agree to take the said share (or share) subject to the conditions, aforesaid. A witness our hands the day of Witness to the signatures of etc. ‘The directors may decline to register any transfer of shares, not being fully-paid shares, toa person of whom they do not approve, any may also decline to register any transfer of shares aeestich the company has a lien. The directors may also suspend the registration of anefers during the fourteen days immediately preceding the ordinary general meeting in each year. The directors may decline to recognize any instrument of transfer unless- +. Afee not exceeding taka tenis paid to the company in respect thereof; and b. The instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the director may reasonably to show the right ofthe transferor to make the transfer. (Para20, Schedule 1) (ifthe directors refuse to register a transfer of any shares, they shall within two months after the date on which the transfer was lodged with the company send to the transferee and the transferor notice of the refusal) ‘The executors or administrators of a deceased sole holder of a share shall be only person recognized by the company as having any title to the share. In the case of a share registered in the manes of two or more shareholders the survivors or, the executors OF administrators or the deceased survivor, shall be the only person recognized by the company as having any title to the share. (para21, Schedule1) ‘Any person becoming entitled to a share In consequence of the death or Insolvency ofa member shall. Upon such evidence being produced as may from time to time required by the directors, have the right, either to be registered as a member in respect of the share oF» instead of being registered himself, to make such transfer of the share as the deceased oF insolvent person could have made ; but the director shall, in either case have, the same right to decline or suspend registration as they would have had in case of transfer of the share Py the deceased or insolvent person before the death or insolvency. (para22, Schedule 2) 24‘A person becoming e 8 entitled to a share by reason of the death or insolvency of the holder hall be enti , it rs eae eae idends and other advantages to which he would be entitled registered a8 tet Holder of the share, except that he shall ot, before being partes Fespect of the share, be entitled in respect of it to exercise any 'y membership in relation to meeting of the company. (para23, Schedule 1) Conversion of shares in stock: The dit I e as ‘may, with the sanction of the company previously given in general meeting, convert any paid-up shares into stock, and may with the like sanction re-convert any stock into paid-up shares any denomination: (para31, Schedule 1) The holders of stock may transfer the same, or part thereof, in the same manner, and subject to the same regulations, as and subject to which , the shares from which the stock arose might previously to conversion have been transferred, or as near thereto of stock transferable, and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the shares from which the stock arose, and may also prohibit or restrict the transfer of such stock. (para32, Schedule 1) The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meeting of the company, and other matter, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company) shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred the privilege or advantage. (para33, schedule 1) Such of regulation of the company (other than those relating to share-warrants) as are applicable to paid-up shares shall apply to stock, and the words, ‘share’ and ‘Share-holder’ therein shall include “stock and ‘stock-holder”. (para34, Schedule 1) Dividend & Reserve: The company in general meeting may declare dividends, but no dividends shall exceed the ‘amount of recommended by the directors. Dividend shall be paid within two months from date of its declaration. (para96, schedule 1) The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. (para97, Schedule 1) No dividend shall be paid otherwise than out of profits (of the year any other undistributed profits. [para 98, Schedule 1] Subject to the rights of persons (if any) entitled to shares with special rights as to dividends, ail dividends shall be declared and paid according to the amounts of paid on the shares, but if and so long as mothing Is paid upon any of the shares in the company, dividends may be declared and paid according to amounts of the shares. No amount paid on share in advance 25af calls shall, while carrying interest, be treated for the purposes of his article as paid on the share. (para99 Schedule 1) the directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think proper a5 a reserve or reserves which shall. At the discretion of the directors, be applicable for meeting contingencies, or for equalizing dividends, or for any other purpose to which the profits of the company may be properly applied, and pending such application may, at the like discretion either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time-to-time think fit. (para100, Schedule 1) If several persons are registered as joint-holders of any share, any one of them may give effectual receipts for any dividend payable on the share. (parai01. Schedule 1) Notice of any dividend that my have been declare shall be given in manner hereinafter mentioned to the persons entitled to share therein. (para102, Schedule 1) No dividend shall bear interest against the company. (para103, schedule 1) Resolutions Resolution is the decided conclusion of a motion in any meeting. In the meetings, different motions may be moved. They are discussed, thrashed out, often amended, seconded or voted and if finally carried they become the resolutions. So, the record of expression of the opinion or decision of a meeting is what is called the resolution. The ultimate aim of a meeting is to adopt resolutions. Kinds of resolutions A.company sits for a meeting to arrive at resolutions to make way for its certain future actions. Without such resolution it cannot undertake those, rather, it will not get the strength to take the course. But the resolution itself has to be strengthened, depending on its gravity. There may be different kinds of resolution for which different notice period and voting requirements will be necessary. The various kinds of resolutions are: a. Ordinary resolution b. Special resolution c. Extraordinary resolution d, Class resolution 261. Ordinary resolution Though not defined by the Act, this is the resolution passed by a simple majority of members entitled to be present either in person or by proxy and to vote at the general meeting. Business declared by the Act or the Articles to be transacted by a resolution will mean an ordinary resolution unless the context otherwise provides. The matters in a meeting which are normally discussed and carried are all ordinary resolutions. To pass an ordinary resolution no special time limit is required for the notice, but the normal time is to be maintained which is 14 clear days. The general meetings held every year transact primarily the ordinary resolutions. Subject to the articles, shareholder's ordinary resolution is sufficient for: © transaction of ordinary business (consult topic 140 for ordinary business), © fixation of any remuneration, increase of paid-up capital, ‘* consolidation of shares or subdivision of shares, © conversion of shares into stock and vice versa,” * cancellation of unissued shares, © voluntary winding up where the objects for which it was formed is attained, ‘© voluntary winding up where period of duration of the company has elapsed, ‘© appointment of liquidator in a member's voluntary winding up, ‘registration of unlimited company as limited, and © adjournment of a meeting., 2. Special resolution i.e.75%) of the members It is to be passed by a majority of not less than three-fourth ( present and vote in person or by proxy. The resolution to be carried as a special resolution must be clearly and explicitly spelled out in the notice and must be notified at least 21 clear days before the meeting [sec. 87(2)]. It must also state the intention of the company to pass the same as a special resolution. It is to be noted carefully that when the notice clearly states "that the following resolution will be proposed as a special resolution’, instead of "to consider and if thought fit, to pass the resolution, with or without modification", no amendment can be moved in that special resolution. Extraordinary resolution This is the resolution passed by a majority of not less than three-fourth of such members as being entitled to do so, vote in person or where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been given [sec 87(1)], The time length of the notice in this case is the normal one, that is fourteen clear days. Extraordinary resolutions are passed for stances and mainly in winding up cases. very limited 274. Class resolution erests in a special manner and are applicable shareholders. This resolution is to be the articles of association of the These resolutions are designed to protect int to modify or vary the rights of particular class o! passed by a majority of votes as are prescribed in 1 company for that particular class of shareholders. «The following are the cases where special resolutions are necessary: 1. Tochange the name of the company. [sec.11(6)] To change provisions of the object clause. {sec.12(1)] Toalter or add to its articles. (sec.20) To reduce share capital in any way. (sec.59 & 70) To make reserved capital. (sec.74) To make directors’ liability unlimited. [sec.76(2)] Toremovea director from office. [sec.106(1)] To sanction additional remuneration to a managing agent. [sec.119(2)} . To appoint inspector to investigate company affairs [sec.207(1)) 10. To remove auditor before expiry of term [sec.210(9)] 11. Oncourt winding up. [sec.241(i)] 12. Onvoluntary winding up. [sec.286(b]] 43. To confer authority on the liquidator of a voluntary winding up. [sec.294(1)} 14. On substitution of MA & AA for deed of settlement [sec.368(1)] wengavawny Cases where extraordinary resolutions are necessary: 1. Onvoluntary winding up because of excess liability. (sec.286(c)] 2. To sanction certain acts of liquidator in case of voluntary winding up. [sec-308(1)(a)] 3. Tosanction all arrangement between company and creditors [sec.311(1)] 4, To dispose off documents on voluntary winding up [sec. 339(1)(b)] Confusion and ambiguities may arise on the question of applicability of certain provisions of the Act while framing ordinary or special resolutions. Whatever may be the case of it, however, every care and caution has to be made in framing the ordinary, extraordinary or special resolutions. 28Company Meetings Meetin meats refers to group discussion. It is assembly of people, where matters are moved or put forward, discussed and resolved which makes an effective meeting. Primarily the different kinds of company meeting are 1 2 3. Statutory meeting Ordinary general meeting Extra ordinary general meeting These are the meetings meant for the shareholders of the company. Statutory Meeting: This is the first meeting of the shareholders of the company after its incorporation. This meeting, according to the provisions of the companies Act, is to be held within a period of not less than one month and not more than six months from the date of receipt of the certificate of commencement of a public limited company. Such a meeting, however, is not required for a private limited company. A statutory meeting is held once in the life of the company. Statutory report: This is the statement to be forwarded by the directors to every shareholder at least twenty-one days before holding of the statutory meeting together with a notice for the same. This report contains the following information of the company: a) The total number of shares allotted for different considerations with the particulars of such considerations. b) Total amount of cash received on different types of shares with particulars ¢) An abstract of cash receipts and payments The above three items are to be clarified by the company’s auditors. d) The names, descriptions and addresses of the directors, managers, secretary and auditors of the company. e) The particulars of any contracts or its modific f) The extent to which underwriting contracts have been carried out The arrears due on calls from directors, managers and managing agents h) The particulars of any commission or brokerage paid to any director, manager or managing agent. ‘After sending such a report to the members, a copy of this report is to filed with the Register of Joint Stock Companies. This report is to be certified by at least two directors, cone of whom to be the managing director and properly dated and signed. If default is made in holding such a meeting, the directors or the defaulting officers may be fined up to Tk.5000, The company may even be wound up by the court if default is made in filling the statutory report to the Registrar or in holding the Statutory meeting. 29‘Annual General Meeting: This meeting is a recurrent affair of every company every year {section 81), it deals with normal business of the company and provides a forum for the sharcholders to meet at least once in a year to discuss company affairs. It being a regular yearly event, is also known as the AGM. However, it is also referred to as Ordinary General Meeting or OGM. The first annual general meeting is to held within 18 months from the date of incorporation of the company. Subsequent meetings are to held once at least in every calendar year and not more than 15 months after holding of the last preceding general meeting. ‘The normal business done in an Annual General Meeting are as follows: 1. 2 5. To adopt the statement of annual accounts i.e., the Balance sheet and the profit and loss account, together with the report of the auditors thereon. (Section 183 subsection (1) and (3)} To approve the director report [ 184(1)] To elect directors in place of those retiring [ 91(2)] To appoint auditors and fix their remuneration [ Section 210 (1)] To declare dividend (if any) [ 184 (1)(c)] Extraordinary General Meeting: Any meeting of the shareholders other than_statutory and ‘Annual General Meeting (AGM) is called Extra Ordinary General Meeting (EGM). It is convened to do some urgent business which is not to be deferred till the holding of the next general meeting. Where it is necessary to pass a special or extraordinary resolution, an extra ordinary general meetingis to be called. Board meeting: This means the meeting of the board of directors. This is purely an in-house event. The procedure at Board meeting is less formal than General meeting. However, the Companies Act, 1994 requires that the Board must once in every three months and at least four times a year. Notice: Notice is an information, intimation, or invitation inwriting, of any meeting to persons who are entitled to participate in it for due deliberations, Minimum length of notice required for: 1 2 3. 4. 5. Statutory meeting - 21 days ‘Annual General Meeting - 21 days Extraordinary General Meeting - 21 days Meeting to pass special resolution ~ 21days Board Meeting -no specific time limit 30Generally, Directors are appointed by the shareholders with the power and duties to manage the business of the company subject, however, to the restrictions imposed by the articles and by the statutory provisions. Section 90 (1) States that every public company and a private company which a subsidiary of a public company is shall at least 3 directors. Every private company other than a private company mentioned in sub-section (1) shall have at least 2 directors. Provisions as to appointment: _ There are certain mandatory provisions which must be observed while appointment of directors in the case of public limited companies. For private companies it is usual that the articles provide the mode of appointment of the directors. But they have to look for the provisions applicable both for the public as well as private companies. The provisions for appointment of directors in public limited companies are: Section.90(1): | Every company shall have at least three directors. ‘Section.90(3): _| Only natural persons can be appointed directors. Section.91(1)(b}: | The directors shall be appointed by the members in general meeting. Section.91(1)(c):_| Casual vacancy may, however, be filled up by the directors. Section.91(2): | The duration of office of a director shall be liable to determination at any time by retirement in rotation. ‘Section.92(1)(a): | A Consent in writing by person to act as directors must be filled with the register. ‘Section.92(1)(b): | A contract of directors to take qualification shares must be filed with the registrar or sign the memorandum of association by taking qualifications shares. Section.93: ‘A signed consent to act as director should accompany the proposal for directorship to the company. Section 101: | A director away from Bangladesh for a consecutive period of at least three months may appoint his alternate director if so, authorized by the article or by a resolution of the general meeting. ‘Section.115(1): | A register of directors shall be maintained in which shall be entered all Individual particulars of directors including their any other directorship. Section.115(2): | A return is to be filed with the registrar within fourteen days appointment of directors. Every subsequent change in the directorship must be supported by like returns within a period of fourteen days. 31