Association


Share transfer and its rights

15.                                     If any deed of share transfer of the company is done by Deed Transfer and share recipient and till to receive and subject of share recipient are not registered  in the members  book then the transferer will be treated as the share holder.
16.                                      If the Board of Directors does not approve the share in the name of any person which not fully paid up can deny his share and can reject any share registration which has a lien of the company in every year immediately before 14 days of prevailing general meeting the Board of Directors could postpone the transfer registration. The Board of Directors could accept or deny any deed of share transfer.
(1st)                                 If the company are not gown more than two Taka for transfer and
(2nd)                              If the  share certificate related to the Deed of the share transfer are not supplied.
17.                                      If the Board of Directors reject any share transfer registration then they must send notice of rejection to the Transferer recipient within two months, from submission of deed of transfer of the share to the company.
18.                                      With approval of the Board of Directors any member of share of any member could be transfer to his/her daughter, brother , parents or wife, husband or descendents.
19.                                      After natural death of the share holder the share of the deceased will interested to his lawful descendents and representative or the administrator of the company will not sign the share rights.
20.                                      If any child or insane person became owner of the share and taking the proof of the guardian and by pledging to obey rules of the company the Board of Directors would direct them to register their name in the share registry book.


Power of taking share

21.                                     For the interest of the company’s business if it is found necessary and managing director thinks that  through discussion at any time could take any amount of credit from commercial and scheduled Bank, person from the company. To take loan or payment of the loan the Board of Directors through decision would give said power to take loan or its payment. The managing director by the exercise of that power could distribute the letter of credit and formed the loan found in that respect the managing director could mortgage, in custody or deposit the property entirely or partially and in that property the present or future recalled property of the said company would be included the responsibility and guarantee obligation of payment of loan or its part could be mortgaged as the movable and immovable property.

General Meeting

22.                                     Within the 18 days of registration the first general meeting of the company would be held and in the three consecutive calendar year only general meeting would be held. Next general meeting will be held not more than 15 months of the previous general meeting and the managing director will fix the time, date and place of the meeting. That meeting would be stated as General Meeting.

Proceeding of the General Meeting

23.                                     According to the Section 81 (2) of the Company Law a notice not more than 14 days  should be issued for holding the meeting. In the notice time, date and place of the meeting will be mentioned.  If any sudden error of the notice or any hamper arise in receiving the notice then the decision adopted in the meeting should not be treated as cancelled. The said meeting may be held in the shortage  time with the written permission of all members.
24.                                      At least two members must attend the meeting to accept all proceedings and procedures of the said meeting of the Board of Directors of the company and if two members attend the meeting then it taken in to granted that quorum has been formed. In fact only the managing director would call the general o special meeting of the company.
25.                                     In the meeting if any proposal adopted and the proposal done recorded in the proceeding book that proposal will be treated as accepted after the declaration of its acceptance by the managing director.

Quorum

26.                                     During the start of any general meeting if any quorum of the members are not formed then the proceedings could be taken in that meeting.

Board of Directors

29.                                     The member the Board of Directors of the company not less than two and
not more than six.  At the presence of the two directors quorum of the Board of Directors  will be completed among them Managing Director should be present. To qualify for director be should at least acquire 200 shares in his name.
30.                                     If the directors think it necessary then with the permission of the managing director could appoint any person as Technical Director. For that type of director share qualification not be necessary and his presence could be treated as forming quorum of the meeting of the Board of Directors.
31.                                      With the composition of three directors First and permanent Board of Directors are formed their name are as follows :
1)                                         Mr. Enamul Haque
2)                                          Mrs. Bilkis Haque
3)                                          Md. Saiful Islam Shimul

The above mentioned three directors will be treated as permanent directors.
32.                                     Managing Director of the company Mr. Enamul Haque will submit and draw the money from a single bank account.

Proceeding of the meeting of the Board of Directors

33.                                     With the discussion of the Managing Director the directors could any time call the meeting.
34.                                     Managing Director will be president of the meeting of the company.
35.                                      If any director wishes then the managing director could call the meeting within 7 days if he thinks it urgent.

Power & Responsibility of the Director

(1)                                        If any director stay out side the country for work a representative on  his behalf would take dividend of that director and could attend the meeting. But the representative employed by the director would have quorum power.
(2)                                        An executive would be appointed from among the directors. He will audit income & expenditure from voucher etc. with the discussion of the managing director. The company manager will submit monthly, quarterly, three monthly income, expenditure bill voucher account etc. of the company to the managing director.  The managing director will approve it in the Board of Directors meeting by verifying it would executive directors.
Chairman

36.                                     The said company will have a chairman Mr. Enamul Hoque will be the first and permanent chairman. During has temure ship on that if he willingly resigns a died or disqualified as managing director according to section 86 (1) of the company law then director bilqucs will be appointed as managing director.
37.                                     All kinds of business and activities will be conducted and controlled by the managing director.
38.                                     Mr. Enamul Hoque will be the first and permanent managing director of the company. If has not disqualified according to section 86 (1) of the company Law. The board of directors will determined his saler and pay.

Powers and responsibly of the Managing Director

39.                                     The Managing director will enforce and hold the following special powers without any violating the powers given to the managing director and to the directors in the previous rules.
(1st)                                     Generally and infect he will supervise and manage the affairs of the company. he could appoint director general Secretary, representative, experts organizers lawyers, engineers, technicians, clerks, artists, day labourers and could approve necessary employees or except them from service or business and could give fresh appointment in to dismissed employees. He could fix the above mentioned employees pay and salary and could expend on behalf of the company and later on approve it at the Board of Directors next meeting.
(2nd)                                  The managing director could take loan, credit or collect money to advance and for that purpose before sign formal documents give signature and seal or could perform any other work for taking loan make deposit or mortgage or any kind of giving deposit.
(3rd)                                     On behalf of the company would sell or exchange property and could shall flat or flats to intending buyers to could make deposit mortgage and lease the property etc. could perform signing of the deed with seal and could register that and could settle the sold property to its Khas occupation.
(4th)                                     The managing could hire the flat or flats of the company and for this purpose he could sign the documents for avicting the rentee and would give receipt to the rentee through the representative.
(5th)                                      The managing director could invest the money for the construction of the next flat or flats which received from the advanced money and from the sold money from the flat or flats of the company.
(6th)                                      During under construction of multistoried building, flats, shopping complex if the capital of the company ends then managing director could start or complete the next construction of the flat or flats, shopping complex by taking rents, sell  advance from the intending buyers. If the sell or advance money or loan money become surplus then he will distribute the dividend among the directors according to their shares.








         
We some persons the names of whose and addresses are mentioned below. As per Memorandum of Agreement of this company  a Joint Commercial Organization or being willing to form a company against their names for the fixed purchase of share signed in presence of the witness.
Name, Address, Profession & Nationality of the Share Holder
Number of Share
Signature of the Share Holder
Name, Address & Description of the witness
1.                  Md. Enamul Haque
S/o. Alhaj Ayub Hossain
90/3, Bara Moghbazar (Ground Floor), P.S. Ramna,.
Businessman, Bangladeshi.

2.                  Mrs. Bilkis Haque
W/o. Md. Enamul Haque 
90/3, Bara Moghbazar (Ground Floor), P.S. Ramna,.
Businesswoman, Bangladeshi.

3.                  Md. Saiful Islam (Shimul)
      S/o. Alhaj Ayub Hossain
90/3, Bara Moghbazar (Ground Floor), P.S. Ramna,.
Businessman, Bangladeshi.

    
1000
(One thousand shares)



300
(Three hundred shares)



200
(Two hundred shares)
Sd/- Illegible





Sd/- Illegible





Sd/- Illegible

Sd/- Harun Al Rashid
I.T.P
8/6 Shantibagh, Dhaka.

                                     Total  -          1500 (One thousand five hundred Shares)

                                Date: 9th August, 1993
                                                                                  Sd/- Illegible
                                                                                         22/8/93
                                                                                Assistant Registrar
                                                                      Joint Stock Companies & Firms
                                                                                Bangladesh, Dhaka.
                                                             

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