81.

Annual general meeting--(1) Every company shall in each year of the

Grogorian calendar hold in addition to any other meetings a general meeting as
its annual general meeting and shall specify the meeting as such in the notices
calling it; and not more than fifteen months shall elapse between the date of one
annual general meeting of a company and that of the next: Provided that a
company may hold its first annual general meeting within a period of not more
than eighteen months from the date of its incorporation; and if such general
meeting is held within that period, it shall not be necessary for the company to
hold any annual general meeting in the year of its incorporation or in the
following year; Provided further that the Registrar may, on an application made
by a company within thirty days from the date of expiry of the period specified for
holding the annual general meeting as aforesaid, extend the time within which
any annual general meeting, not being the first annual general meeting shall be
held, by a period not exceeding ninety days or not exceeding the 31st December
of the calendar year in relation to which the annual general meeting is required to
be held, whichever is earlier. (2) If a company defaults in complying with the
provisions of sub-section (1), the Court may, on the application of any member of
the company, call or direct the calling of a general meeting of the company and
give such ancillary or consequential direction as the Court thinks expedient in
relation to the calling holding and conducting of the meeting
89. Minutes of proceedings of general meeting and of its directors--(1) Every company shall cause
minutes of all proceedings of general meeting and meetings of its directors to be entered in books kept
for that purpose. (2) Any such minute, if purporting to be signed by the chairman of the meeting at
which the proceedings were had. or by the chairman of the next succeeding meeting shall be evidence
of the proceedings. (3) Until the contrary is proved-- (a) A general meeting of the company or a meeting
of its directors, in respect of the proceedings of which minutes have been made, shall be deemed to
have been duly called and held: and (b) the proceedings of such meeting shall be deemed to have been
held as described in the minutes and the appointments of directors or liquidators at such meeting shall
be deemed to be valid: (4) The books containing the minutes of proceedings of any general meeting of a
company shall be kept at the registered office of the company and shall during business hours a subject
to such reasonable restrictions as the company may by its article or in general meeting impose so that
no less than two hours in each day be allowed for inspection be open to the inspection of any member
without charge. (5) Any member shall at any time after fourteen days from the meeting, be entitled to
be furnished within seven days after he has made a request in that behalf to the company with a copy of
any minutes referred to in subsection (4) at a change not exceeding ten taka for every hundred words.
(6) If any inspection required under sub-section (4) is refused, on if any copy required under sub-section
(5), is not furnished within the time specified in subsection (5), the company and every officer of the
company who is knowingly and wilfully in default or who authorises or permits default shall be liable in
respect of each offence to a fine not exceeding taka one hundred and to a further fine not exceeding
one hundred taka for every day during which the default continues. (7) In the case of any such refusal or
default the Registrar may by order compel an immediate inspection of the books in respect of all
proceedings of general meeting or direct that the copies required shall be sent to the person requiring
them.

90. Directors obligatory - (1) Every public company and a private company which is a subsidiary of a
public company shall have at least three directors. (2) Every private company other than a private
company mentioned in sub-section (1) 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 subscribers of the memorandum shall be deemed to be the directors of the company until the first
director are appointed. (b) the directors of the company shall be elected by the members from among
their number in general meeting; and (c) 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
director under clause (b) and shall be subject to 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 appointed a director.
(2) Notwithstanding anything contained in the articles of a company other than a private company not
less 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.