The Road Transport Corporation Ordinance, 1961 (East Pakistan Ordinance)
( 1961 সনের VII নং আইন )
[4th February, 1961]
An Ordinance to establish a Road Transport Corporation for operating road transport services in Bangladesh.
WHEREAS it is expedient to establish a Corporation for the purpose of operating road transport services in Bangladesh;
NOW, THEREFORE, in pursuance of the Presidential Proclamation of the seventh day of October, 1958, and having received the previous instructions from the President, the Governor is pleased, in exercise of all powers enabling him in that behalf, to make and promulgate the following Ordinance, namely:-
1. Short title, extent and commencement
1. (1) This Ordinance may be called the
১[
* * *] Road Transport Corporation Ordinance, 1961.
(2) It extends to the whole of Bangladesh.
(3) It shall come into force on such date as the Government may, by notification in the official Gazette, appoint in this behalf.
2. Definition
2. In this Ordinance, unless there is anything repug¬nant in the subject or context,-
২[
* * *]
(ii) “ancillary service” means any subsidiary service which provides amenities or facilities to persons making use of any road transport service;
(iii) “Board” means the Board of Directors of the Corporation;
(iv) “Corporation” means the Bangladesh Road Transport Corporation established under section 3;
(v) “Director” means a Director for the time being of the Corporation;
(vi) “dividend” includes bonus;
(vii) “road transport service” means a service carrying passengers or goods or both by road in motor vehicles for hire or reward.
3. Establishment of the Corporation
3. (1) As soon as may be, after the commencement of this Ordinance, there shall be established a Corporation by the name of the Bangladesh Road Transport Corporation.
(2) The Corporation shall be a body corporate, having perpetual succession and a common seal, with power, subject to the provisions of this Ordinance to hold and dispose of property, both movable and immovable and shall by the name mentioned in sub section (1) sue and be sued.
4. Share capital
4. (1) The authorised share capital of the Corporation shall be six crores of
৩[
taka], but the Corporation may, with the previous sanction in writing of the Government, increase its authorised capital.
(2) The subscribed capital shall, in the first instance be three crores of
৪[
taka], divided into thirty lakh shares of ten
৫[
taka] each, of which such number of shares not exceeding thirteen lakhs, as the Government may direct, shall be issued immediately and the remaining shares, may, from time to time, be issued by the Corporation with the previous sanction in writing of the Government.
(3) Nothing in sub section (2) shall be construed as preventing the Corporation from classifying or re classifying, with the previous sanction in writing of the Government, the shares issued by it from time to time, or from attaching, with like sanction, to any of such shares, such preferential, deferred, qualified, or special rights, privileges or conditions as it thinks fit.
(4) The Corporation shall, in the first instance, offer forty nine per cent of the issued capital for subscription by (a)
৬[
* * *]
৭[
Bangladesh Railways] to the extent of twenty five per cent and (b) public to the extent of 24 per cent and if the Government so directs, may offer more.
(5) Capital may be subscribed in the form of cash or transport assets after assessment and valuation in such manner as the Corporation may prescribe in this behalf and the balance shall be subscribed by the Government, who shall also underwrite the unsubscribed shares, if any, offered to the public, until such time as such shares are duly subscribed.
(6) No applicant for shares other than the Government and
৮[
* * *]
৯[
Bangladesh Railways] shall be allotted ordinarily more than 50,000 shares for a total value of Tk. 5 lakhs.
(7) The Government may, at any time, sell or transfer the shares subscribed by it.
5. Appointment and term of office of Chairman and Directors
5. (1)
১০[
(a) The Board of Directors shall consist of
১১[
১২[
eleven] Directors, including the Chairman, of whom
১৩[
three] shall be full-time Directors and] four shall be non-officials, one from each administrative division of Bangladesh, to be appointed by the Government; and]
(b) not more than four Directors to be elected in the prescribed manner by the share holders of the Corporation other than the Government, the actual number of Directors to be elected at any time being determined in accordance with the following table:-
TABLE
Column I
Column II
If the total number of shares subscribed by the share‑holders other than the Government is equal to or exceeds-
Number of Directors to be elected.
Forty per cent of the total number of shares
.. .. ..
Four
Thirty per cent of the total number of shares
.. .. ..
Three
Twenty per cent of the total number of shares
.. .. ..
Two
Ten per cent of the total number of shares
.. .. ..
One:
Provided that when the Board is first constituted, the Directors referred toin clause (b) shall be appointed by the Government in accordance with the table given in the said clause from amongst the share‑holders and shall, for the purpose of this Ordinance, be deemed to be elected Directors:
Provided further that till such time as the Board is fully constituted, the Chairman shall exercise thepowers, functions and duties of the Corporation.
(2) The term of office of the Chairman shall be five years from the date on which his appointment is notified or from such date as may be specified in the notification and may be re‑appointed for a further period not exceeding three years.
(3) The Chairman appointed under sub‑section (1) may be either a whole-time or a part‑time officer. When the Chairman is a part‑time officer, sub‑section (2) shall not apply.
(4) A Director appointed by the Government shall hold office for three years from the date on which his appointment is notified and may be eligible for re‑appointment for a further period of three years.
(5) An elected Director shall hold office for a period of three years commencing from the date on which his election is notified and shall continue in office after the expiry of his term until his successor is elected and shall be eligible for re‑election.
(6) The Chairman or any Director may, at any time, resign:
Provided that his resignation shall not take effect until accepted by the Government.
(7) Notwithstanding anything contained in the foregoing sub‑sections, the Government may, by notification, remove the Chairman or a Director at any time during the term of his office.
6. Publication of names of the Chairman and Directors in the official Gazette
6. The name of every person appointed or elected or deemed to be elected as the Chairman or a Director shall be published in the official Gazette.
7. Filling of casual vacancies
7. (1) A casual vacancy in the office of a Director shall be filled by appointment or election, as the case may be and a Director elected to fill a vacancy shall hold office for the unexpired period of the term of his predecessor:
Provided that it shall not be necessary to fill in a casual vacancy in the office of a Director for a period of less than three months.
(2) No act or proceeding of the Corporation shall be invalid merely on the ground of the existence of any vacancy in, or any defect in the composition of, the Board.
8. Disqualifications for office of a Director
8. (1) No person shall be appointed or elected or shall continue to be a Director who¬-
(a) is found to be a lunatic or of unsound mind; or
(b) is or at any time has been adjudged insolvent; or
(c) has any interest whether as Proprietor, Director, employee or otherwise in any other road transport undertaking in Bangladesh or has any interest in any subsisting contract made with or in any work done for the Corporation; or
(d) is or at any time has been convicted of an offence involving moral turpitude; or
(e) is a minor.
(2) No person shall be elected as Director of the Corporation for the purpose of clause (b) of sub section (1) of section 5 or appointed as such by the Government under the first proviso to that clause unless such a person holds 10,000 shares of the Corporation.
(3) No Director shall continue in office after absenting himself from three consecutive meetings of the Board without the leave of the Chairman or, in the case of the Chairman, of the Government.
9. Duties of Chairman
9. (1) The Chairman shall-
(a) attend every meeting of the Board unless prevented by sickness or other reasonable cause;
(b) be responsible for the orderly conduct of the business of the Corporation;
(c) exercise supervision and control over the acts and proceedings of all officers and servants of the Corporation in matters of administration;
(d) furnish the Government with copies of the minutes of any of the Corporation's proceedings and any returns or other information, which the Government may, from time to time, call for.
(2) With the previous approval of the Board in respect of such matters as require such approval and where such action is necessary, the Chairman may-
(a) institute, defend, or withdraw any proceeding and compound any offence;
(b) admit, compromise or withdraw any claim, and
(c) obtain legal advice.
10. Meetings
10. (1) The Board shall meet not less than once a month at such time and place as the Chairman may decide.
(2) The Chairman and, in his absence, such Director as may be chosen by the Directors present shall preside at the meetings of the Board.
(3) All questions at a meeting shall be decided by a majority of votes of the Directors present and voting, the Chairman or, in his absence, any other Director presiding, having a second or casting vote where votes are equal.
(4) The Secretary shall keep minutes of the meeting in a book to be provided for this purpose, which shall be signed, as soon as practicable, by the Chairman of such meeting.
11. Quorum
11. (1)
১৪[
Four] Directors shall form the quorum at a meeting of the Board.
(2) The quorum shall not be required in the case of a meeting adjourned for want of quorum or in the case of urgent meeting certified as such by the Chairman.
12. Notice of meetings
12. Notice of not less than eight days shall be issued by the Secretary of the Corporation for all meetings of the Board except in the case of urgent meetings certified as such by the Chairman.
13. Allowances or fees
13. (1) Every Director of the Corporation shall be entitled to receive such allowances or fees for attendance at meetings of the Corporation or its Committees or Sub Committees as may be prescribed by the Government in consultation with the Corporation.
(2) The Government may allow the Chairman or any Director to receive such monthly remuneration as may be fixed by it, and in such case, such Chairman or Director shall not be entitled to any allowance or fee prescribed under sub section (1).
14. Officers and servants of the Corporation
14. (1) There shall be a Chief Traffic Manager, a Chief Accountant and a Chief Technical Officer of the Corporation to be appointed by the Board with the previous approval in writing of the Government.
(2) The Board may appoint such other officers and servants as it considers necessary for the efficient performance of its functions.
(3) The conditions of appointment and service and the scales of pay of the servants of the Corporation shall-
(a) as respects the Chief Traffic Manager, the Chief Accountant and the Chief Technical Officer be such as may be prescribed by the Government;
(b) as respects the other servants be such as may be determined by the Board with the previous approval in writing of the Government.
15. Powers of Officers to sanction expenditure
15. The officers of the Corporation shall have powers to sanction expenditure to the extent authorised by the Board.
16. General duties of the Board
16. (1) It shall be the general duty of the Board to provide an efficient, adequate, economical and properly co-ordinated system of road transport service.
(2) In discharging its functions, the Board shall act on commercial lines, and shall on questions of policy be guided by national interests.
(3) Nothing in sub sections (1) and (2) shall be construed as imposing on the Corporation any form of duty or liability enforceable by proceedings before any Court or tribunal.
17. Appointment of Sub-Committee
17. (1) The Board may appoint Sub Committees for such purposes as it may, from time to time, consider necessary and assign duties to such Sub Committees.
(2) The Board may in order to invite constructive criticism and suggestion for the improvements of its services and ancillary functions, set up consultative committees, which may include local representatives of the official, commercial, agricultural and industrial interests.
18. Powers of Corporation
18. Subject to the provisions of this Ordinance, the Corporation shall have powers¬-
(a) to operate road transport services in Bangladesh in co ordination with the Government, the railways or the steamer services;
(b) to provide for any ancillary services;
(c) to store goods;
(d) to provide such bus stands and amenities and facilities for passengers and other persons making use of its services as may appear to it requisite or expedient;
(e) to manufacture, purchase, maintain and repair rolling stock, vehicles, appliances, plant, equipment or any other thing required for the purpose of any of the activities of the Corporation;
(f) to provide for facilities for training, education and research for the purpose of advancing the skill of its employees;
(g) to buy land or take land on lease or under any form of tenancy;
(h) to provide for its employees living accommodation, places for rest and recreation and other amenities;
(i) to acquire and hold such property both movable and immovable as the Corporation may deem necessary for the purpose of any of the said activities, and to lease, sell or otherwise transfer any property held by it;
(j) to purchase and sell vehicles, tyres, oils or any other stores;
(k) to enter into and perform all such contracts as may be necessary for the performance of its duties;
(l) to do all other things which in the opinion of the Corporation are necessary to facilitate the proper carrying on of the business of the Corporation;
(m) to acquire by agreement or otherwise, whether absolutely or for any period, the whole or any part of an undertaking having any one or more of the activities specified in clauses (a) to (e) and pay compensation for property so acquired;
(n) to undertake any other business which may be permitted by the Government;
(o) to dispose of any property, assets whether movable or immovable or any transport undertaking, owned by the Corporation, with the prior approval of the Government;
(p) to borrow, raise or secure the payment of money in such manner as the board may think fit and in particular by the issue of the debentures or debenture stock, whether perpetual or terminable or upon the whole or any part of the corporation's assets both present and future including uncalled capital and to purchase, redeem or pay off or discharge any such securities; and
(q) to borrow money upon giving any security therefore and upon such terms as to priority or otherwise as the Board may think fit.
19. Delegation of powers
19. (1) The Board may delegate such of its powers and duties as it may deem necessary for the efficient carrying on of its day to day administration under such conditions and limitations as it may specify to-
(a) the Chairman or any Director, or
(b) any Sub Committee appointed under section 17, or
(c) the Chief Traffic Manager or any other officer or servant of the Corporation.
(2) The Chairman may delegate such of his duties as he may deem necessary to the Chief Traffic Manager or any other employee of the Corporation.
19A.Exemption from certain provisions of the
১৫[
Motor Vehicles Ordinance, 1983], on establishment of a fund
১৬[
19A. The Government may, by notification in the official Gazette, exempt the motor vehicles owned by the Corporation from the operation of the provisions of
১৭[
sub section (1) of section 109 of the Motor Vehicles Ordinance, 1983 (LV of 1983), hereinafter in this Ordinance referred to as the said Ordinance]:
Provided that no such notification shall be issued unless a fund is established and is maintained by the Corporation in accordance with the rules made in that behalf under this Ordinance for meeting any liability arising out of the use of any vehicle of the Corporation which the Corporation or any person in the employment of the Corporation may incur to a third party.]
20. Cancellation of certain route permits and rehabilitation of displaced permit holders
20. Notwithstanding anything in the Act, the Government may, by notification in the official Gazette-
(a) cancel generally or in relation to specified internal routes of such specified cities and towns
১৮[
any permit or class of permits granted under Chapter VI of the said Ordinance] in respect of public service vehicles other than motor cabs in order to enable the Corporation to use its buses on the routes thus rendered vacant;
(b) direct the
১৯[
Bangladesh Road Transport Authority and the Transport Committees] concerned to consider grant of Stage Carriage Permits for alternative mofussil routes in cases where the Government has cancelled any permit or class of permits under clause (a); and
(c) give effect to the terms of any agreement it has entered into with the Corporation relating to the regulation of motor transport generally and in particular to its co ordination with the Railways or the Steamer Services.
21. Bar of jurisdiction of Bangladesh Road Transport Authority or the Transport Committees
21. (1) The Corporation may operate motor transport on any route it may think fit and where it so operates such transport, the
২০[
Bangladesh Road Transport Authority or the Transport Committees under the said Ordinance shall, notwithstanding anything in the said Ordinance], have no jurisdiction in relation to such transport operated by the Corporation.
(2) Where the Government has cancelled any permit or class of permits under clause (a) of section 20, the
২১[
Bangladesh Road Transport Authority or the Transport Committees] under the
২২[
said Ordinance] shall, notwithstanding anything in the
২৩[
said Ordinance], have no jurisdiction in respect of such permits or class of permits.
22. Power of the Corporation to acquire the property of road transport operators
22. (1) The Corporation shall have power to acquire any property movable or immovable used in or for or ancillary to the operation of any motor transport conduct¬ed under a permit granted under the
২৪[
said Ordinance].
(2) Whenever the Corporation intends to acquire any property under sub section (1), it shall serve a notice to that effect upon the owner of the property-
(a) specifying the property it tends to acquire, and
(b) the time within which the owner or any person claiming any interest in the property may make representation against such an acquisition, and also cause a similar notice to be published in the official Gazette.
(3) After giving the person making any representation an opportunity of being heard, if there be any representation against the acquisition, or after the expiry of the time specified in the notice under sub section (2), if there be no such representation, the Corporation may acquire the property by serving an order of acquisition on the owner of the property or if such owner is not readily traceable, or the ownership is in dispute, by an order of acquisition published in the official Gazette.
(4) For any property so acquired there shall be paid compensation, equivalent to the market value of the property acquired, to be calculated in such manner as the Government may prescribe.
(5) If any dispute arises as to the amount of compensation payable under sub section (4), it shall be referred to the arbitration of a person who is or has been
২৫[
a Judge of the Supreme Court], and his award shall be final and binding on the parties and shall not be called in question in any Court of law nor shall anything in the Arbitration Act, 1940, apply to such arbitration. ¬
23. Audit
23. (1) The accounts of the Corporation shall be audited by an auditor holding a certificate under section 144 of the Companies Act, 1913, who shall be appointed by the Government on such remuneration as it may fix and such remuneration shall be paid by the Corporation.
(2) Every Auditor appointed under sub section (1) 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, accounts and other documents of the Corporation, and may in relation to such accounts examine any Director or Officer of the Corporation.
(3) The Auditors shall report to the share holders upon the annual balance sheet and accounts and in their report they shall state whether in their opinion the balance sheet exhibits a true and correct view of the state of the Corporation's affairs according to the best of their information and the explanations given to them and as shown by the books of the Corporation, and whether in their opinion books of accounts have been kept by the Corporation in a proper manner and, in case they have called for any explanation or information from the Board, whether it has been given and whether it is satisfactory.
(4) The Government may at any time issue directions to the Auditors requiring them to report to it upon the adequacy of the measures taken by the Corporation for the protection of interests of its share holders and creditors or upon the sufficiency of their procedure in auditing the affairs of the Corporation, and may at any time enlarge or extend the scope of the audit or direct that a different procedure in audit be adopted or that any other examination be made by the auditor if in its opinion the public interest so requires.
23A. Audit by Auditor-General
২৬[
23A. (1) Notwithstanding anything contained in section 23, the Government shall make a request to the Comptroller and Auditor General of
২৭[
Bangladesh] (hereinafter referred to as the Auditor General) to undertake audit of the accounts of the Corporation and during such time as the Auditor General consents to so undertake, the accounts of the Corporation shall, in addition to the audit done in the manner provided in section 23, be audited by the Auditor-General.
(2) The Corporation shall at the time of such audit produce the account books and connected documents at such place or places and at such time as the Auditor General may fix and furnish such explanation and information as the Auditor General or an officer or officers authorised by him in this behalf may ask for.
(3) The cost of such audit shall be borne by the Corporation.
23B. Rectification of audit objections
23B. The Corporation shall comply with every directions issued by the Government for the rectification of matters objected to in audit.]
24. General meeting
24. (1) In the first week of September every year, or as soon thereafter as is convenient, a general meeting shall be held annually at such time as may be determined by the Chairman; and at the meeting the Corporation shall submit to the share holders a balance sheet and statement of profit and loss of the Corporation made up to the preceding thirtieth day of June together with the Auditors' report on the annual balance sheet and accounts.
(2) Every share holder shall be entitled to attend such general meeting and each share holder who has been registered as such for a period of not less than three months prior to the date of such meeting shall, when present in person, be entitled to a vote, and to an additional vote for every additional ten shares:
Provided that no share holder shall be entitled to vote at any meeting unless all calls or other sums presently payable by him in respect of shares of the Corporation have been paid.
(3) On a poll, votes may be given either personally or by proxy.
25. Power of Government over capital budget
25. (1) The Corporation shall, before three months of the expiry of financial year, submit to the Government, for approval, a statement of estimated receipts and expenditure in respect of the next financial year.
(2) On its receipt the budget estimate will be examined by the Government who may-
(a) accept it, or
(b) disallow it or a portion thereof and return it to the Corporation for amendment.
(3) If any budget estimate or a portion thereof is so returned, the Corporation shall forthwith proceed to amend it and shall re submit it after amendment to the Government in time so that Government's approval may be communicated before the commencement of the next financial year.
26. Power of Government to appoint a Financial Adviser
26. The Government shall have powers to appoint a Financial Adviser to the Corporation part time or otherwise if it so desires. Such appointment shall be published in the official Gazette.
27. Directions by the Government
27. The Government shall have powers to give directions to the Board as to the broad principles of policy and the Board shall carry out such directions.
28. Government may carry out neglected works
28. If the Board allows any work acquired or constructed by it to fall into disrepair, does not complete any work commenced by it or duly estimated for and sanctioned, the Government may cause such work to be repaired, completed or constructed and the cost thereof shall be borne and paid by the Corporation:
Provided that notice of not less than one month shall be given to the Board to repair, complete or construct such work before any action is taken by the Government.
29. Government may order survey
29. The Government may, at any time, order a survey and examination of any work or of the site thereof to be undertaken by the Board and the cost of such survey or examination shall be borne and paid by the Corporation:
Provided that a notice of not less than one month shall be given to the Board to undertake survey and examination of the work before any action is taken by the Government.
30. Power to order enquiries
30. (1) The Government with a view to satisfying itself that the affairs and business of the Corporation are being conducted properly and efficiently, may at any time appoint an Officer or Officers to make enquiries into any activities of the Corporation and to report to the Government the result of such enquiries.
(2) The Board and its Officers shall give to the Officer or Officers appointed under sub section (1) all facilities for the proper conduct of the enquiries.
31. Control of Government over Corporation’s acts and proceedings
31. All acts and proceedings of the Corporation shall be subject to the control of the Government, and the Government may-¬
(a) cancel, suspend or modify any such acts or proceedings;
(b) direct what acts and proceedings of the Corporation shall be submitted to it, and in what form.
32. Power of Government to revoke power of the Board
32. (1) If at any time the Government is satisfied-
(a) that the purposes intended to be accomplished under this Ordinance have not been and are not likely to be accomplished by the Board, or
(b) that it is desirable to withdraw or revoke the powers of the Board under this Ordinance in order to ensure the maintenance, improvement, development, or better administration of the transport system, it may, by an order published in the official Gazette, declare such powers to be withdrawn or revoked, for such period as may be specified in the order, and thereupon such powers shall be withdrawn and revoked accordingly and all the powers, rights, and authorities of the Board under this Ordinance shall vest in the Government:
Provided that, in the case of clause (a), no powers shall be withdrawn unless notice of six months has been given to the Board and the Board fail to take measures to the satisfaction of the Government within the period of notice for properly accomplishing the purposes intended to be accomplished.
(2) When the powers are withdrawn and revoked by an order under sub section (1), the Board of Directors shall, on such date as may be specified in the order, vacate their offices as such Directors but without prejudice to their eligibility for reappointment.
(3) The Government may, by notification in the official Gazette, appoint any person, persons or authority to exercise on its behalf any or all of the powers vested in it under sub section (1).
32A. Public servant
২৮[
32A. The Chairman, Directors, officers and servants of the Corporation shall, when acting or purporting to act in pursuance of any of the provisions of this Ordinance, be deemed to be public servants within the meaning of section 21 of the
২৯[
* * *] Penal Code.
32B. Indemnity
32B. No suit, prosecution or other legal proceedings shall lie against the Corporation or the Chairman, Directors, officers, or servants of the Corporation in respect of anything done, or intended to be done, in good faith, under this Ordinance.]
33. Power to make rules
33. The Government may, by notification in the official Gazette, make rules for carrying into effect the provisions of this Ordinance.
34. Power to make regulations
34. The Board may, with the previous sanction in writing of the Government, make regulations not inconsistent with the provisions of this Ordinance or the rules made thereunder-
(a) for determining the qualifications required for the recruitment of Officers and servants of the Corporation and prescribing terms and conditions of their employment;
(b) for determining the conditions under which gratuities and compensation may be paid to its officers and servants;
(c) for establishing any Provident Fund for the benefit of its officers and servants and authorising the payment of contributions to any such Provident Fund; and
(d) to provide for holding and conduct of election of the Directors under this Ordinance.
35. Liquidation of Corporation
35. 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 order of the Government and in such manner as the Government may direct.
