1. (1) This Order may be called the Bangladesh Biman Order, 1972.

(2) It extends to the whole of Bangladesh.

(3) It shall come into force at once.

2. In this Order, unless there is anything repugnant in the subject or context.-

(a) "Board" means the Board of Directors of the Corporation;

(b) "Chairman" means the Chairman of the Corporation;

(c) "Corporation" means the Bangladesh Biman established under Article 3;

(d) "Director" means a Director of the Corporation;

(e) "Government" means the Government of the People's Republic of Bangladesh;

(f) "Prescribed" means prescribed by rules or regulations made under this Order.

3. (1) On the coming in force of this Order there shall be established a Corporation to be called the Bangladesh Biman for carrying out the purposes of this Order.

(2) The Corporation shall be a body corporate having perpetual succession and a common seal with power, subject to the provisions of this Order, to acquire, hold and dispose of property, both movable and immovable, and shall by the said name sue and be sued.

4. (1) It shall be the function of the Corporation to provide and develop safe, efficient, adequate, economical and properly coordinated air transport services, internal as well as international, and the Corporation shall so exercise its powers as to secure that the air transport services are developed to the greatest possible advantage in the interest of the country.

(2) Without prejudice to the generality of the foregoing provision, the Corporation shall, in particular, have power-

(a) to acquire, charter, hold or dispose of aircraft;

(b) to operate any air transport service or any flight by aircraft for a commercial or other purpose, and to carry out all forms of aerial work;

(c) to repair, overhaul, construct, recondition or assemble aircraft and other vehicles;

(d) to assemble, manufacture, recondition, overhaul or repair machines, parts, accessories and instruments pertaining to aircraft and other vehicles;

(e) to establish, institute or make other arrangement for the instruction and training of persons engaged or likely to be engaged in any activity connected with or ancillary to air transport service;

(f) to acquire, hold or dispose of any property, whether movable or, immovable;

(g) to do all other things connected with or ancillary to any of the matters referred to in sub-clauses (a) to (f); and

(h) to perform such other function as may be assigned to it by the Government by notification in the official Gazette,

5. (1) The authorised share capital of the Corporation shall be twenty-five crore taka divided into twenty-five lakhs fully paid-up shares of one hundred taka each.

(2) The subscribed capital of the Corporation shall be Taka five crores divided into 5,00,000 shares each of which not less than fifty-one per cent. shares shall be subscribed for by the Government and the remaining shares shall be subscribed in such manner and such time and to such extent as the Government may determine either by-

(a) the Government; or

(b) the public.

6. The shares of the Corporation shall be deemed to be included among the securities enumerated in section 20 of the Trust Act, 1882 (Act II of 1882), and to be approved securities and approved investments for the purposes of the Insurance Act, 1938 (Act IV of 1938).

7. (1) Subject to rules and regulations made under this Order, the general direction and superintendence of the affairs and business of the Corporation shall vest in a Board of Directors which may exercise all powers and do all acts and things which may be exercised or done by the Corporation.

(2) The Board, in discharging its functions, shall act on commercial considerations having due regard to public interest generally and be guided by such general or special instructions as may be given to it by the Government from time to time.

8. (1) The Board shall consist of a Chairman and not more than four other Directors to be appointed by the Government:

Provided that when there are shareholders other than the Government, such shareholders shall elect, in such manner as may be prescribed, from amongst themselves-

(a) one Director when the number of shares subscribed for by them exceeds twenty per cent. but does not exceed thirty-four per cent. of the total shares;

(b) two Directors when the number of shares subscribed for by them exceeds thirty-four per cent. of the total shares;

Provided further that till such time as the Board is fully constituted, the Chairman shall exercise the powers, perform the functions and discharge the duties of the Corporation.

(2) No act or proceeding of the Board shall be invalid merely on the ground of existence of any vacancy in, or any defect in the constitution of, the Board.

9. (1) The Chairman and an appointed Director shall hold office for such period and on such terms and conditions as the Government may determine.

(2) An elected Director shall hold office for a term of two years and continue in office after the expiry of his term until his successor is elected, and shall be eligible for re-election.

(3) A casual vacancy in the office of an elected Director shall be filled by election and a person elected to fill such vacancy shall hold office for the unexpired period of the term of his predecessor:

Provided that it shall not be necessary to fill a casual vacancy in the office. of an elected Director for a period of less than three months.

10. (1) The Chairman shall be a wholetime officer and the chief executive of the Corporation.

(2) The Chairman and other Directors shall exercise such powers, perform such functions and discharge such duties as may be prescribed.

11. No person shall be or shall continue to be a Director who-

(a) is or at any time has been adjudicated insolvent;

(b) is found to be a lunatic or of unsound mind;

(c) is or at any time has been convicted of an offence which, in the opinion of the Government, is an offence involving moral turpitude;

(d) is a minor, or

(e) absents himself from three consecutive meetings of the Board without leave of absence granted by the Chairman, or, in the case of the Chairman, by the Government.

12. (1) The meetings of the Board shall be held at such times and places as may be prescribed by regulations:

Provided that a meeting may also be otherwise convened by the Chairman when he so thinks fit.

(2) To constitute a quorum at a meeting of the Board not less than three Directors including the Chairman shall be present.

(3) At a meeting of the Board each Director shall have one vote, and in the event of an equality of votes, the Chairman shall have a second or casting vote.

(4) If, for any reason, the Chairman is unable to preside over a meeting, it shall be presided over by a Director nominated by the Chairman for the purpose, and in default of such nomination, by such Director as the Directors present may choose.

13. The Board may appoint such committee or committees as it thinks fil to assist it in the efficient discharge of its functions.

14. The Corporation may appoint such officers consultants, advisers, auditors and employees as it considers necessary for the efficient performance of its functions on such terms and conditions as it may deem fit.

15. The Board may, by general or special order in writing, direct that such of its powers shall, in such circumstances and under such conditions, if any, as may be specified in the Order, be exercisable also by the Chairman or by such Director or officer of the Corporation as may be so specified.

16. The Corporation shall have its head office at Dacca and may establish such other offices in Bangladesh and abroad as the Board thinks fit.

17. The Corporation may invest its funds in any securities of the Government and may make such other investments as may be approved by the Board.

18. The Corporation may, with the previous sanction of the Government and on such terms and conditions as the Government may approve of, borrow money in Bangladesh or foreign currency.

19. The Corporation shall, at least one month before the expiry of a financial year, submit to the Government for approval a statement, to be called the Annual Budget Statement, in the prescribed form for the next financial year showing the estimated receipts and expenditure during that financial year.

20. (1) The Corporation shall maintain proper accounts and shall prepare annual statement of accounts, including the profit and loss account and balance sheet, in accordance with such general directions as may be issued, and in such form as may be prescribed, by the Government.

(2) The accounts of the Corporation shall be audited by not less than two auditors, being chartered accountants within the meaning of the Chartered Accountants Ordinance, 1961 (Ord. No. X of 1961), who shall be appointed by the Government.

(3) Every auditor appointed under clause (2) shall be given a copy of the annual balance sheet of the Corporation and shall examine it together with the accounts and vouchers relating thereto, and shall have a list delivered to him of all books kept by the Corporation, and shall, at all reasonable times, have access to the books of accounts and other documents of the Corporation, and may in relation to such accounts examine any Director or officer of the Corporation.

(4) The auditors shall report to the shareholders upon the annual balance sheet and accounts and in their report they shall state whether, in their opinion, the balance sheet contains all necessary particulars and is properly drawn up so as to exhibit a true and correct view of the state of affairs of the Corporation, and in case they have called for any explanation or information from the Board, whether it has been given and whether it is satisfactory, and shall also state therein whether there is any scope for effecting economy in any matter or for increasing the income of the Corporation.

(5) The Government may, at any time, issue directions to the auditors requiring them to report to it upon the adequacy of measures taken by the Corporation for the protection of the interest of its shareholders and creditors or upon the sufficiency of the information and other means placed at the disposal of the auditors in auditing the accounts of the Corporation.

21. (1) The Corporation shall furnish to the Government such returns, reports and statements as the Government may from time to time require.

(2) The Corporation shall, as soon as possible after the end of every financial year, furnish to the Government a statement of accounts audited by the auditors under Article 20 and a report of the Board thereon together with an annual report on the conduct of its affairs for that year.

(3) The copies of the audited accounts and annual report received by the Government under clause (2) shall be published in the official Gazette and shall be laid before the Legislature.

22. (1) The annual general meeting of the shareholders shall be held at the head office of the Corporation within six months from the date on which the annual accounts of the Corporation are closed.

(2) Any other general meeting of the shareholders may be convened by the Board at any time.

(3) The shareholders present at the annual general meeting shall be entitled to discuss and adopt or make recommendations to the Board with regard to the annual accounts, the annual report of the Board on the working of the Corporation and the auditors' report on the annual balance sheet and accounts.

23. (1) Out of its earings, the Corporation shall establish a general reserve fund and create from time to time such other special reserve as the Board may determine.

(2) After making provisions for interest, taxes, bad and doubtful debts, depreciation of assets, maintenance of reserves and any other matter determined by the Board, the Corporation may declare a dividend out of the profits accuring in a year.

24. Every Director shall be indemnified by the Corporation against all losses and expenses incurred by him in the discharge of his duties except such as are caused by his own wilful act or default.

25. No provision of law relating to the winding up of Companies or Corporations shall apply to the Corporation and the Corporation shall not be wound up save by an order of the Government and in such manner as the Government may direct.

26. Notwithstanding anything contained in any law, rule, regulations, agreement or contract for the time being in force, on the establishment of the Corporation,-

(a) The Bangladesh Biman, constituted under the Bangladesh Binan (Temporary) Order, 1972, (A. P. O. No. 2 of 1972 as amended by Presidential Order No. 31 of 1972), hereinafter referred to as the said Airline, shall stand dissolved;

(b) All assets of the said Airline shall stand transferred to, and vested in, the Corporation.

Explanation-The expression "assets" includes all rights, powers, authorities and privileges and all property, movable and immovable, including lands, buildings, works, vehicles, workshops, aircraft, cash balance, reserve funds, bank deposits, investments and all other rights and interests in, or arising out of, such property and all books of accounts, registers, records and all other documents of whatever nature relating thereto;

(c) All debts and liabilities incurred, all obligations undertaken, all contracts entered into and all agreements made by or with the said Airline, except the debts and liabilities incurred, obligations undertaken, contracts entered into and agreements made by or with the Pakistan International Airlines, shall, unless the Government otherwise directs, stand transferred to, and be deemed to have been incurred, undertaken, entered into or made by or with the Corporation;

(d) All suits and other legal proceedings instituted by or against the said Airline before the establishment of the Corporation shall, unless the Government otherwise directs, be deemed to have been instituted by or against the Corporation and may be continued or proceeded with accordingly;

(e) All officers and other employees, except the Administrator of the said. Airline, shall, unless the Government otherwise directs, stand transferred to the Corporation and shall hold office or service in the Corporation on such terms and conditions as the Corporation may determine:

Provided that an officer or other employee so transferred shall have the option not to continue in the service of the Corporation;

(f) The Pakistan International Airlines Corporation Act, 1956 (Act XIX of 1956), in its application to Bangladesh, and the Bangladesh Biman (Temporary) Order, 1972 (A.P.O. No. 2 of 1972), shall stand repealed.

27. The Government may, by notification in the official Gazette, make rules for the purpose of giving effect to the provisions of this Order.

28. (1) The Board may, with the previous sanction of the Government, make regulations, not inconsistent with the provisions of this Order and the rules, to provide for all matters for which provisions is necessary or expedient for the purpose of giving effect to the provisions of this Order.

(2) All regulations made under this Article shall be published in the official Gazette and shall come into force on such publication.

¹[29. (1) Notwithstanding anything contained to the contrary in this Order, the Government may, in public interest, convert the Corporation into a public limited company under the Company Act, 1994 (Act No. XVIII of 1994).

(2) The Government may, by agreement, transfer the entire undertaking of the Corporation to the Company referred to in sub-section (1) on such terms and conditions as may be specified in the agreement.

(3) As soon as the Corporation has been converted into a public limited company and undertaking of the Corporation has been transferred to the Company, the Government shall notify the fact in the official Gazette and shall, by the same notification declare that the Corporation has been dissolved.

Explanation: The word “undertaking of the Corporation” includes its employees, business, projects, schemes, assets, rights, powers, authorities and privileges, movable and immovable properties, reserve funds investments, deposits, borrowings, liabilities and obligations of whatever nature.

(4) The Government may, for the purpose of removing any difficulty in relation to the transfer of the undertaking of the Corporation under sub-section (2) or the dissolution thereof under sub-section (3), make by a notification in the official Gazette, such order as it considers expedient and any such order shall be deemed to be, and given effect to as, part of the provisions of this Order.

30. Notwithstanding anything contained to the contrary in the Company Act, 1994 (Act No. XVIII of 1994), the Government, for efficient performance of the Company converted under sub-section (1) of section 29, shall have power to-

(a) amend the Memorandum of Association and Articles of Association of the Company;

(b) dissolve the Board of Directors of the Company and constitute or reconstitute the Board of Directors; or

(c) take any other measure, as and when necessary.

31. The Government may, by notification in the official Gazatte, publish an Authentic Bangla Text of this Order.