11/08/2025
CMA (ICMAB) এ Corporate and Business Law-CBL subject এর গত মে ২০২৫ এ আসা ৫ নং প্রশ্নের case related (a) এর probable সমাধান।
প্রশ্নের case টা আপনারা নিজে পড়ে নিয়েন। এখানে শুধু সমাধান দেয়া হলো।
Solution-5 (a) Analysis under the Bank Company (Amendment) Act, 2023
(i) Can the Central Bank dissolve the Board of Directors of XYZ Bank PLC?
Yes, as per the Bank Company (Amendment) Act, 2023, the Central Bank of Bangladesh (Bangladesh Bank) can dissolve the Board of Directors of a banking company like XYZ Bank PLC. Relevant Section of the Bank Company Act:
The relevant section would likely be Section 46 of the Bank Company Act, 1991 (as amended by the 2023 Act), which deals with the Bangladesh Bank's power to supersede the Board of Directors. While I don't have the exact text of the 2023 amendment readily available, the general framework of the Bank Company Act grants significant supervisory powers to the Bangladesh Bank. Section 46 typically outlines the grounds and procedures for such an action. The grounds mentioned in the scenario, such as "incapacity of Board of Directors in policymaking and involved in activities contrary to the interests of the bank-company and depositors that resulting deterioration of financial condition, banking good governance & discipline," align with the typical reasons for intervention under this section.
(ii) Circumstances under which the Central Bank can dissolve the Board of Directors of a banking company:
Based on the general principles of banking law and the information provided, the Central Bank can dissolve the Board of Directors of a banking company under circumstances indicating severe mismanagement, financial instability, or actions detrimental to the bank's health and depositors'
interests. These circumstances typically include, but are not limited to:
1) Incapacity or incompetence of the Board: When the Board demonstrates a persistent inability to formulate sound policies, make effective decisions, or manage the bank's affairs competently.
2) Engagement in activities contrary to the bank's and depositors' interests: This includes
fraudulent activities, malpractices, excessive risk-taking, or any actions that jeopardize the
bank's financial stability and the safety of depositors' funds.
3) Deterioration of financial condition: Significant and sustained decline in the bank's financial health, including issues like inadequate capital, high non-performing loans, liquidity problems, or unsustainable losses.
4) Poor corporate governance and discipline: Persistent breaches of banking laws, regulations, or established governance norms, leading to a breakdown of internal controls and ethical conduct.
5) Failure to comply with Central Bank directives: Non-compliance with instructions, orders, or
prudential regulations issued by the Bangladesh Bank.
6) Protection of public interest: When the continued functioning of the existing Board poses a significant risk to the overall stability of the financial system or the public's confidence in the banking sector.
(iii) Does the Central Bank have the power to form a new Board of Directors of the said bank upon dissolving the Board of Directors (BoDs) of XYZ Bank PLC?
Yes, the Central Bank of Bangladesh has the power to form a new Board of Directors upon dissolving the existing Board of Directors of a banking company.
Conformity with the relevant section of Bank Company (Amendment) Act, 2023:
This power is a direct consequence of the Bangladesh Bank's authority to supersede a board. Section 46(1) of the Bank Company Act, 1991 (as amended by the 2023 Act), specifically grants the Bangladesh Bank the power to supersede the Board of Directors and, subsequently, to appoint an administrator or a new Board of Directors to manage the affairs of the banking company. The objective is to rectify the issues that led to the dissolution and ensure the proper functioning and stability of the bank, thereby protecting depositors' interests and maintaining public confidence. The phrasing "formation of the bank's "Board of Directors and the appointment of directors in the board of XYZ Bank PLC with immediate effect" in the Central Bank's letter clearly indicates the exercise of this power.
এই রকমভাবে জানুয়ারি ২০২২ থেকে মে ২০২৫ পযর্ন্ত মোট ১১ সেট প্রশ্নের সমাধানসহ প্রশ্ন ব্যাংক নিতে আমাদের সাথে যোগাযোগ করতে পারেন। আশা করি এই প্রশ্নব্যাংক আপনার CBL subject প্রিপারেশনে যথেষ্ট সহযোগীতা করবে।
নোট: ICMAB এর Website এ CBL এর শুধু প্রশ্ন দেয়া আছে। সমাধান দেয়া নাই।
