Directors

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.

Public Company & its subsidiary (if it is a pvt company) Minimum Director 3
persons

Absolute PVT company: Minimum Director 2 persons.

“A Company” is a public limited company:

Board: comprises of the following directors:
1. B Ltd-Artificial person: Mr. X is nominated by B Ltd
2. C Ltd-Artificial person: Mr. Y is nominated by C Ltd
3. Mr. Karim-Natural person
4. Mr. Rahim -Natural person
5. Mr. Bashir-Natural person
6. Ms. Nazma-Natural person
7. Ms. Asma-Natural person

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
Record Date/Members’ Register:
Brokerage House: BO Account [Record of shares-buy/sale-Balance]
 Record Date-on which date no buy/sale will held

Adoption Meeting (Board of Directors Meeting)--- 12 February

2025:
1. To receive and adopt the Directors’ Report and Audited F/S
including Auditors’ Report thereon;
2. To recommend Dividend
3. Fixation of Record Date, AGM Date & Time, AGM Venue

Record date---3 March 2025 (from adoption BoD Meeting Date :At
least 14 Market Days—30 Mkt days)
Market Day: Buy/Sale takes place in the Stock Exchanges

Upto 2 March 2025 buy/sale---the holders of shares are the

MEMBERS of the Company
Annual General Meeting (AGM) Date was 25 March 2025
Quram—Minimum number (5 persons physically/proxy) of
presence to conduct the AGM

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.
(1) 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.

=7/3=2.333 or 2 & 2.33 =3 if it is=3.01=4 NEXT INTEGER

BOARD: A, B, C, D & E (1/3RD)=2 PERSONS THEY ARE ELIGIBLE FOR REELECTION

NEXT AGM BOARD: C, D, E, A & B
NEXT AGM BOARD: E, A, B, M & N ANOTHER 3 MEMBERS F,G, H
 ELECTION FOR 2 POSITION: E, A, F, G & H
NEW BOARD: B, M, N, A & G

92. Restrictions on appointment or advertisement of director - (1) A

person shall not be capable of being appointed director of a company by the
articles and shall not be named as a director or proposed director of a company
in any prospectus issued by or on behalf of the company or in relation to any
intended company or in any statement in lieu of prospectus filed by or on behalf
of a company unless before the registration of the articles or the publication of
the prospectus, or the filing of he statement in lieu of prospectus, as the case
may be, he has by himself or by his agent authorised in writing -
(a) signed and filed with the Registrar a consent in writing (Form IX) to act
as such director; and
(b) in the case of companies having a share capital -
(i) signed the memorandum for a number of shares not less than his
qualification shares; or
(ii) taken from the company and paid or agreed to pay for his qualification
shares; or
signed and filed with the registrar a contract in writing to take form the
(iii)
company and pay for his qualification shares; or
made and filed with the Registrar any affidavit to the effect that a
(iv)
number of shares not less than his qualifications share are
registered in his name.
(2) On the application for registration of the memorandum and article, if any, of a
company, the applicant shall file with the Registrar a list of the persons who have
consented to be directors of the company, and, if this list contains the name of
any person who has not so consented, the applicant shall be liable to fine not
exceeding two thousand taka:
Provided that nothing in this section shall apply to the appointment of the chief
executive, by whatever name called, of any insurance company or a banking
company as a director of that company if the article; thereof provides for such
appointment.

93. Consent of candidate for directorship - (1) Every person, proposed

as a candidate for the office of a director shall sign, and file with the
company, his consent in writing to act as a director, if appointed.
(2) A person shall not act as a director of the company unless he has, within thirty
days of his appointment, signed and field with the Registrar his consent
in writing to act as such director.
 94. Disqualifications of directors - (1) A person shall not be capable of
being appointed director of a company, if -
a. he has been found to be of unsound mind by a competent court and the
finding is in force; or
b. he is an undischarged insolvent; or
c. he has applied to be adjudicated as an insolvent and his application is
pending; or
d. he has not paid any call in respect of shares of the company
held by him, whether alone or jointly with others, and six months have
elapsed from the last day fixed for the payment of the call; or
e. he is a minor.
(1) A company may in its articles provide additional grounds for disqualification of a
director.

95. Notice of meetings:--Notice of every meeting of the Board of Directors

of a company shall be given in writing to every director for the time
being in Bangladesh and at his address in Bangladesh.

96. Meeting of Board:--In the case of every company a meeting of its Board
of Directors shall be held at least once in every three months and at least four
such meetings shall be held in every year.

97. Qualification of Director:--(1) 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 not already qualified, he shall
obtain his qualification within sixty days after his appointment, or such shorter
time as may be fixed by the articles.
(2) If, after 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 is proved that he acted as a director (both
days inclusive).

98. Validity of act of director:--The acts of a director shall be valid

notwithstanding any defect that may afterwards be discovered in his
appointment of qualification:
Provided that nothing in this section shall be deemed to give validity to act done
by a director after the appointments of such director has been shown to be
invalid.

99. Ineligibility of brankrupt to act as director:--(1) If any person being an

undischarged insolvent acts as director or managing agent or manager of any
company, he shall be liable to imprisonment for a term not exceeding
two years or to a fine not exceeding five thousand taka or to both.
(2) In this section the expression "company" includes a company incorporated
outside Bangladesh which has an established place of business within
Bangladesh.
100.Prohibition on assignment of office by director: Any assignment of
his office made after the commencement of this Act by any director shall
void and shall be of no effect.

101.Appointment and terms and office of alternate directors: (1) The

Board of Directors of a company may, if so authorised by its articles or by a
resolution passed by the company in general meeting, appoint an alternate
director, to act for a director hereinafter in this section called the original
director during his absence for a continuous period of not less than three months
from Bangladesh.
(2)An alternate director appointed under sub-section (1) shall not hold office as
such for a period longer than that permissible to the original director in whose
place he has been appointed and shall vacate the office, immediately after he
receives information that the original director has returned to Bangladesh.
(3)If the term of office of the original director is determined before he so returns
to Bangladesh any provision for automatic reappointment of retiring directors in
default of another appointment shall apply to the original and not to the
alternate director.