Directors

90. Directors obligatory -(1) Every company shall have at least

three directors.
(2) Every private company without subsidiary company shall
have at least two directors;
(3) Only natural person may be appointed a director and
directors shall be appointed by the members in general
meeting.
94. Disqualifications of directors –
1) Following persons shall not be eligible for appointment as
directors
(a) An unsound mind by a competent court and the finding is in
force
(b) An un-discharged insolvent
(c) A person applied to be adjudicated as an insolvent and his
application is pending
(d) Any person fails to pay his shares money after it is called up
and 180 days / six months have elapsed from the last day fixed
by the call.
(e) A minor.
(2) A company may in its articles provide additional grounds for
disqualification of a director.
97. Qualification of Director:--
(1) The articles of a company usually fix a minimum number of
shares which every Director must, subscribe in order to become
a director. Every director has to be hold qualification share to
be specified in the articles and, if he is not already qualified, he
shall obtain his qualification within sixty days after his
appointment.
(2) If, after the expiration of the period mentioned in sub-
section
(2.1) 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 is proved that he acted as a
director (both days inclusive).
103. Loan of Director—
(1) No company other than a lending company mentioned
below shall make any loan or give any guarantee or any
security in connection with a loan made by a third party to—
(a) Any director of the lending company.
 (b) Any firm in which any director of the lending company
is a partner;
(c) 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 where of this accustomed to act in accordance with
the directions or 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 lending company. if—
(i) The loan is sanctioned by the Board of Directors and
approved by the general meeting of any company and, the loan
amount shall be included in balance sheet with guarantee or
security and also included that the total amount of the loan
shall exceed 50% of the paid up value of the shares held by
such director 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 guarantee is given to or security provided shall be
punishable with the fine which extend to five thousand taka or
simple imprisonment for six months in lieu of fine and shall be
liable jointly and severally to the lending company for the
repayment of loan.
(3) This section shall apply to any transaction represented by a
book debt which was from its inception in the nature of a loan
106. Removal of directors—
(1) The company may be extraordinary resolution remove any
share-holder director before the expiration of his period of
office and elect a person to act as a director in the alternative
to director of the company and where a director was elected
for a term exceeding one year and is not up for re-election at
annual meeting.
(2) A director so removed shall not be re-appointed a director
by the Board of Directors
109. Restriction on Managing Director---(1) No public company
and no private company which is a subsidiary of public
company shall, after the commencement of this Act, appoint
any person as managing director, if he is a managing director
or manager of an other company. Provided the no appointment
under this section shall be made without the consent of the
company in a general meeting.
(2) Not with anything contained in sub-section (1) the
government may, by order, permit any person to be appointed
as a managing director of more than two companies if the
government is satisfied that it is necessary that the companies
should, for their proper working, function as a single unit and
have a common managing director.
Managing Agent
116. Duration of appointment of managing agent.—
(1) No managing agent shall, after, the commencement of this
Act, be appointed to hold office for a term of more than ten
years at a time and no managing agent shall hold office for
more than twenty years.
(2). Not with standing anything to the contrary contained in
the articles of a company or in any agreement with the
company, a managing agent of a company appointed before
the commencement of this Act shall not continue to hold
office after the expiry of ten years from such commencement
unless than reappointed thereto.
(3) A managing agent whose office is terminated by virtue of
the provisions of sub-section (2) shall, upon such termination,
be entitled to a charge upon the assets of the company by way
of indemnity for all liabilities or obligations property incurred
by the managing agent on behalf of the company subject to
existing charges and encumbrances, if any.
 (4) The termination of the office of a managing agent by
virtue of the provisions of sub-section (2) shall not take effect
until all moneys payable to the managing agent for loans made
to or remuneration due up to date of such termination from
company are paid.
(5) Nothing in this section shall apply to a private company
which is not the subsidiary company of a public company.
120. Loans to managing agents.—
(1) No company shall make to managing agent of the company
or to any partner of the firm if the managing agent is a firm or
to any member of director of the private company if the
managing agent is a private company any loan out of moneys of
the company or guarantee any loan made to a managing agent.
(2) Nothing contained in this section shall apply to any credit
held by a managing agent in current account by the company
with the managing agent for the purpose of the business of the
company: Provided that the Board of Directors may specify the
limit of such credit.
(3) In the event of any contraception of sub-section (1) any
director of the company who is a party to the making of the
loan or giving of the guarantee shall be punishable with fine
which may extend to five thousand taka and, if default is made
in repayment of the loan or discharging the guarantee, shall be
liable jointly and severally for the amount unpaid.
(4) Nothing in this section shall apply to a private company
except a private company which is the subsidiary of a public
company.
(5) Except with the consent of three-fourths of the directors
present and entitled to vote on the resolution, a managing
agent of the company, or the firm of which he is a partner, or
any partner of such firm or, if the managing agent is a private
company a member or director thereof, shall not enter into any
contract for the sale, purchase or supply for goods and
materials with the company.
Prospectus

134. Dating of prospectus.---A prospectus issued by or on

behalf of a company or in relation to an intended company
shall be dated, and that date shall, unless the contrary is
proved, be taken as the date of publication of the prospectus.
BALANCE-SHEET, STATEMENTS, BOOKS ETC.
181. Books to be kept by company and penalty for not
keeping them:-
 (1) Every company shall keep proper books of account with
respect to-
(a) all sums of money received and expended by the company
and the matters in respect of which the receipt and
expenditure take place;
(b) all sales and purchases of goods by the company;
(c) the assets and liabilities of the company; and
(d) in the case of a company engaged in production,
distribution, marketing, transportation, processing,
manufacturing, milling extraction and mining activities, such
particulars relating to utilisation of material, labour and other
items of overhead cost.
(2) For the purpose of sub-section (1), proper books of account
shall not be deemed to be kept with respect to the matters
specified therein if there are not kept such books as are
necessary to give a true and fair view of the state of the affairs
of the company and to explain its transactions.
210. Appointment and remuneration of auditors-
(1)Auditors are appointed in the Annual General meeting by
the Shareholders until the next annual general meeting and
shall within seven days of the appointment. within one months
of the date of Registration of the company.
(2) First Auditors of the company is appointed by the directors.
(3) The Directors may appoint Auditors in case of casual
vacancy. And At any annual general meeting a retiring auditor
shall be reappointed, unless,he is not qualified , has given the
company notice in writings of his unwillingness .

(4)The Govt. may appoint an Auditor if the above authorities

fail to appoint an Auditors.
(5) The company shall, within seven days of the Governments
power under sub-section (4) becoming exercisable, give notice
of that fact to the Government; and, if a company fails to give
such notice, the company, and also every officer of the
company who is in default, shall be punishable with fine which
may extent to one thousand taka.
(6) The Board may fill any casual vacancy is the office of any
auditor, but while any such vacancy continues, the remaining
auditor or auditors, if any, many act:
(7) Except as provided in the process pursuant to sub-section
(6), any auditor appointed under his section may be removed
from office before the expire of his term only by a special
resolution of the company in the general meeting.
(10) the Remuneration of the auditors of a company-
(a) in the case of an auditor appointed by the Board or the
Government, shall be fixed by the Board or the Government
respectively : and
(b shall be fixed by the company in the general meting or in
such manner as the company in the general meeting may
determine.
(11) for the purposes of sub-section (10), any sums paid by the
company in respect of the auditors expenses shall be deemed
to be included in the expression "remuneration".