Yours Free Memorandum from Government of Bangladesh


The companies act. VIII of 1913

A private company limited by shares 

Articles of Association

of


Multi Steel Casting Limited


Preliminary

1.         The  Regulation contained in Table “ A “ of the first schedule to the companies Act VII of 1913 (hereinafter called the Companies Act.) shall apply to this company with respect  to such provisions as are applicable to a private limited company, so far only as are not negatives or modified by or as are not contained in the following Articles that from time to time be framed by the Company, or by any statute.


Interpretation

2.         In these Articles unless there is some repugnant to the subject or text inconsistent therewith the words or expression as defined in the Company Act. or any statutory modification or re-enhancement other of for the time being in force in Bangladesh and in particular and without prejudice to the generality of the said provisions. The world importing singular number shall include plural number and vice versa and the word person shall mean and included any limited Company or body corporate.

3.         The company is a private company within the meaning of Section 2 (1) (13) of the companies act. and accordingly the following shall apply.

a.         No invitation shall be issued to the public to subscribe for any share or debentures of the company.
b.         The number of members of the company (exclusive of the persons in the employment of the Company) shall be limited to Fifty provided that when two or more persons hold one or more shares of the company jointly, they will be treated as a single members, and
c.         The right of the transfer of shares of the company restricted in the manner and to the extent herein after provided. 



Business


  1. The business of the Company shall be included all or any of the several objects expressed in the Memorandum of the Association.

Share Capital
5.         The share capital of the Company shall be Taka 5,00,00,000/- (Five Crore) divided into 5,00,000/- (Five Lac) shares of Taka 100/- (One hundred) each with powers to increase or reduce the share capital of the Company for the time being in accordance with the provisions of the Company Act.

6.         The shares of the company shall be under the control of the chairman and Managing Director who may issue and allot the shares to such persons and on such terms and conditions as they may think fit.

7.         The name, address and occupation of each person, who becomes a share holder of the Company shall be entered in the Register of Members and such address shall be deemed to be his place of residence to which all notice, non-payment of dividends or for any other matter due to the change of address of any member unless such change is notified in writing to the company.

Call on shares

8.         The Directors may time to time call upon the members in respect of any money remaining unpaid on the shares held by them provided, that no call shall be less than twenty five percent of the nominal value of the shares. Each member shall subject to receiving fourteen days notice specifying the time and place of payment pay to the Company the amount called on the shares held by him at the time and place so specified in the notice. If the requirements of the notice as aforesaid are not complied with the shares respect of which the notice was given may be forfeited by a resolution of the Board of Directors.

9.         The forfeited shares may be sold or otherwise disposed of in such term and conditions as the Board of Directors may think fit.

Share Certificate

10.       Every members those names has been entered in the Register of Members shall be entitled to one or more share certificates issued under the common seal of the Company specifying the number of shares held by him and the amount paid thereon.

11.       If any share certificate is lost, defaced or destroyed it may be renewed on payment of such fee, not exceeding Taka Five and on such terms as to evidence and indemnity as the Board of Directors may deem fit.
Lien

12.       The Company shall have a lien on all shares (not being fully paid shares) for all money whether presently payable or not called or payable at a fixed time and respect of those shares. The company shall also have a lien on all shares, (Other than fully paid shares) standing registered in the name of a single person for all money payable by him or his estate to the company. But the Directors may at any declare any share to be wholly or in part exempt from the provisions of this clause. The company’s lien shall also extent to all dividends payable thereon.    


13.       The Company may sell or otherwise dispose of in such manner as the Board of directors may think fit any shares on which the Company has a lien; but no sale shall be made unless the sum in respect of which the lieu exist is presently payable, nor until the expiration of fourteen days after a notice in writing and demanding the payment of such part of the amount in respect of which the line exists as is presently payable has been given to the registered holder for the time being of the shares or to the person entitled to the share by reason of the death of insolvency of the holder thereof.

14.       The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the lien exists is presently payable and the residue shall (subject to like lien for sum not presently payable as exists upon the share prior to the sale) be payable to the person entitle to the share at the date of sale; the purchase shall be registered as the holder of the share and shall not be bound to see the application of the purchase money or shall his title to the share be affected by any irregularity or invalidity in the proceeding in reference to the sale.

Transfer and Transmission of  Shares


15.       The shares of the Company may be transferred in the usual common form or in any other like form as may be approved by the Directors. The instrument of transfer of any share of the Company shall be executed by both the transferor and transferee and lodged at the registered office of the Company together with the share certificate to which it relates. The transferor shall be deemed to remain as the holder or the share until the name of the transferee is entered in the Register of Members.

16.       The Directors may decline to register a transfer of share to a person whom they do not approve and may also decline to register of share on which the Company has a lien.

17.       The Directors may decline to register a transfer of share for any reason, which may appear to them just a power in the interest of the Company they are not bound to disclose or assign any reason for their refusal to register a transfer of share.
18.       If the Directors refuse a transfer share they shall within two months after the date on which the instrument of transfer has been lodged with the company, and to the transferor and the transferee the notice of such refusal.

19.       Any share may at any time (subject to the approval of the Board of Directors) be transferred by a member to his wife or her husband or to his or her sons, daughters, father or brother.

20.       Subject to the provisions mentioned in foregoing clauses, the share of the Company shall not be transferred to any outsiders so long as the Directors or any other members or any other persons selected by the Directors or any other members are willing to purchase the share at a reasonable price fixed by the Directors or by any other competent authority.


21.       The legal heirs, successors or assigns of deceased sole holder of share shall be the only person recognized by the Company as having any time to the share held by the deceased.

22.       Every person becoming entitled to a share in consequence of death or insolvency of the holder thereof shall such evidence being produced as may be required by the Directors have the right to be registered as a member in respect of the share.

Increase of Share Capital

 
23.       The Directors may with the approval of the Company previously given in general meeting increase the share capital of the Company by the issue of new shares such increase is to be of such amount and to be divided to shares of such respective values as the Company in general meeting shall decide.

24.       The  new shares shall be subject to the same provisions with references to the payment of calls, lieu, transfer transmission, forfeiture or otherwise as the shares in the original capital. 

BORROWING POWER


25.       The Directors may from time to time borrow from any source any sum of money as may be required by the Company and secure the payment and repayment of such loan or debts in such terms and conditions as the Directors may think fit and in particulars by the issue of debentures or by the creation of mortgage charge or hypothecation upon the property of the Company both present or future including the uncalled capital of the Company for the time being or bay making, drawing, accepting or enclosing on behalf of the Company and promissory notes, bill of exchange or any other negotiable or transferable instruments and the Directors may on behalf of the Company guarantee the whole or any part of such loan or debts incurred by the Company with power  to secure grantors and generally to borrow  money so such terms and conditions as may be agreed upon between the lenders and  the Directors of the company.

Proceedings at General Meeting

26.       A general meeting of the company shall be held within eighteen months from the date of incorporation of the company and thereafter  once in every calendar  year at such time (not being more than fifteen months after the holding of the last proceeding general meeting ) and place is decided by the Directors. The above-mentioned  general meeting shall be called ordinary general meeting and all other general  meeting of the company shall be called extraordinary general meeting.

27.       The Chairman or the Managing Director may at any time call an extraordinary  General meeting may also be called by the share holders on requisition in accordance with the provisions of section 78 of Companies Act.

28.       Subjects to the provisions of Section 81(2) of the companies Act, not less than fourteen days notice at least specifying the place, the day and the hour of the meeting  and in case of any special business the general nature of such business shall  be given to such persons are entitled to receive notice from the company under  the companies Act.
           
29..      The accidental omission to give notice to or non-receipt of number by any member shall not in invalidate the proceedings at any general meeting.

30.       All business shall be deemed special that is transacted at an ordinary extraordinary general meeting and all that is transacted at an ordinary general meeting with the exception  of sanctioning a dividend the consideration of the accounts and the balance sheet o and the ordinary reports of the audit and Directors and Directors  and other officers of the company and the appointment of the Auditors and fixation of their remuneration.



31.       No business shall be transacted at any general meeting unless a quorum of members is present at the time when the proceeds to business unless otherwise determined by the company in a general meeting 3 (three) members personally present shall be a quorum.

32.       If within half an hour after  the time appointed for the meeting a quorum of members is not present the meeting if called on the requisition of members shall be dissolved and in any other case it shall stand adjourned meeting a quorum of members is not  present within half an hour after the time appointed for the meeting then the members present shall be a quorum.

33.       The Chairman of the Company  shall preside over every general meeting of the company whether ordinary or extraordinary. Mr. Shafique Mohiuddin shall be the Chairman of the Company till otherwise decided by the general meeting of the company.

34.       If any general resolution is put to the vote of the meeting it shall at the first instance be decided on a show of hands unless a poll is (before or at the time of declaration of the result of the show of hands) demanded in accordance with the provisions of Section 79 (c) (i) of the Companies Act. 1913 and unless a poll is so demanded, a  declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously by a particular majority or lost and an entry to that effect in the book of proceeding of the company shall be the conclusive of the evidence of the fact without any proof of the number or proportion of the votes recorded in favor against the resolution.

35.       If there is no Chairman at any general meeting or the chairman is not present within fifteen minutes after the time appointed for the meeting or is unwilling to act as Chairman, the member present shall choose any one of the other Directors at act as the Chairman of that meeting.

Vote of the members
36.       On a show of hand every member present in person shall cast one vote upon a poll every member present in present in person or by proxy or under  a power of attorney shall have one vote in respect of every share held by him. In case of equality of votes, the chairman of the meeting shall a second casting vote.


37.       Upon a poll vote may be given either personally or by a proxy or under a power of attorney or by a person appointed under Section 80 of the companies Act. 1913. A proxy must be a member of the Company.

38.       No member shall be entitled to vote at any general meeting unless all calls or other sums of money presently payable by him or his estate of the company has been paid in respect of any share held by him.

39.       The instrument of proxy of power of Attorney or any other authority of a notarially certified copy of the same shall be deposited at the registered office of the company seventy two hours at least before the time appointed for the meeting and in default the instrument of proxy shall not be treated as valid.


Directors

40.       The number of the Directors shall not be less than two and not more than eight.

41.       The Board of Directors of the Company shall be constituted of the following persons and they shall be permanent Directors unless any one of them voluntarily resigns or otherwise becomes disqualified to be a Director of the Company in accordance with the provisions of the Companies Act. or removed by an extraordinary resolution passed at any general meeting of the Company :-

            a.   Habib Mohiuddin                              d.  Mohammed Osman
            b.  Shafique Mohiuddin                          e.  Mohammed Ahmed
            c.  Mahboob Mohiuddin                          f.  Mohammed Hasan  

42.       The qualification of a Director shall be the holding of shares of the total nominal value of Tk. 10,000/- (Ten thousand) only in the capital of the Company; in his own name and not jointly with any other or others relax able in the case of a Director representing interest holding of the requisite value.

43.       The remuneration of a Director shall not exceed Tk. 200/- (Two hundred) for each meeting of the Board of Directors attended by him together with such allowances as may be actually incurred for attending the meeting.

44.       A Director may with the approval of the Board of Directors appoint a substitute Director to act for him during absence of not less than three months from the district in which the meeting of the Directors are ordinarily held but any such substitute Director if so fact vacate office if and where the appointed Director returns to the district in which the meeting of the Directors are ordinarily held.

45        If any Director shall be called upon perform any extra service or make special exertion for the Company the Director so doing shall be remunerated either by a fixed sum or by a percentage of the profits of the Company or partly in one way and partly if another as may be decided by the Company in a general meeting.


46        The Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company eighter to fill up any casual vacancy or as an addition to the Board so that the total number of Directors fixed by the Company.

47        If any of the Director or member is called upon to perform any duty in Bangladesh or abroad, either in connection with business of the Company or any interest thereof or attended any meeting of convention conferences, delegation or the like which the Board of Directors deem necessary and expedient for the function, interest or goodwill of the Company, such Director or member of the Company will be entitled to draw such amount of money as the Company may sanction for that purpose.


Disqualification of Directors


48        The office of the Directors shall be vacated if a Director :-

a.         fails to obtain within the time specified under Section 85 (i) of the Companies act. or at any time thereafter ceases to hold the share qualification necessary for his appointment; or

b.         is found to be a person of unsound mind by a court of competent jurisdiction; or

c.         is an adjudged insolvent; or

d.         is punished with imprisonment for a term exceeding six months for any offences of moral turpitude; or

e.         absents himself from attending three consecutive meeting of the Directors or from all meetings of the Directors for continuous period of three months which ever is longer without leave of absence from the Board of Directors; or

f.          voluntarily resigns from the office.


49.       The Directors may meet together for the dispatch of business of the Company adjourn or otherwise regulate their meeting in such manner as the may deem fit, all question arising at a meeting of the Directors shall be decided by majority of votes, and in case of equality of votes three chairman shall have a second or a casting vote.
 

50.       A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the power and authority of the Directors, two Directors personally present shall be a quorum of a meeting of the Board of Directors.

51.       The Managing Director may at  a time convene a meeting of the Board of Directors but where Chairman or any Directors desires to convene a meeting of the Board of Directors shall give a notice of his said intention Managing Director who shall proceed to convene the meeting on a special matters.

52.       Chairman of the Board of Directors will preside over all the general meeting as well as all the meeting of the Board of Directors.

53.       If at any meeting of the Board of Directors, the Chairman is not present within fifteen minutes after the time appointed for the meeting or is unwilling to act as chairman, then the Directors present shall choose any one of their member to be the Chairman of the meeting.

54.       Any resolution of circular signed by the majority of the Directors shall be as valid and effectual as it has been passed at meeting of the Board of Directors duly called and was duly constituted.

55.       All acts done at a meeting of the Directors shall not withstanding that it was afterward discovered that there was some defect in the appointment of the Directors or that they or any one of them were disqualified to be a Director be valid and effectual as if every such person and duly been appointed and was duly qualified to be a Director of the Company provided that nothing herein contained shall be deemed to give validity to any act done by such Director or person acting as aforesaid after it has been shown that there was some defect in his appointment or that they or any one of them was some disqualified to be a Director.


56.       For taking decision by the Board of Directors shall be required approval by the majority of the Directors of the Company.

Power and Duties of Directors

57.       The business of the Company shall be managed by the Chairman, the Directors, who may pay all expenses, incurred for the formation and registration of the Company and may exercise all such powers and authorities of the Company as are not forbidden by the Companies Act. 1913 or any statutory modification or re-enactment thereof for the time being in force in Bangladesh or by the Articles required to be exercised by the Company in a general meeting, subject nevertheless to any regulations not being inconsistent with the aforesaid regulations or the provisions as may be prescribed by the Company in a general meeting but no regulations made by the Company in a general meeting shall invalidate any prior act or acts of the Directors which would have been valid if that regulation had not been made.

58.       The chairman and the Managing Director may time to time appoint one or more of their body to the office of Finance Director, Resident Director, Technical Director or manager for such term and such remuneration whether by way of salary or commission or participation in profits in partly in one way and partly in another and other benefits and allowances as they may think fit.  


59.       The Board of Directors may appoint any share holder or member of the Board of Directors to do any work of the Company in Bangladesh or outside Bangladesh for such term and at such remuneration, benefits, allowances and facilities such as free furnished quarter with telephone facilities, free car with driver and petrol for personnel and family, entertainment allowances, traveling allowances and foreign tour etc. as they may think fit.


Managing Director

60.       Subject to supervision of the Board of Directors the day to day business of the Company shall be managed by the Managing Director and the Managing Director may exercise all such powers and do all such acts and things as the Company is by its Memorandum of Association or otherwise authorized to exercise and do the Directors may from time to time entrust to and confer upon the Managing Director such of the powers exercisable under these presents by the Directors as they may think fit and may confer such powers eighter collaterally with or to the exclusion of and substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke, withdraw, alter or every all or any of such powers.

61.       Mr. Habib Mohiuddin shall be the first Managing Director of the  company and shall hold the office until his voluntarily resigns or nominates somebody else or becomes disqualified to act as a Director of the Company.

62.       The Managing Director shall subject to the supervision of the Board of Directors have the power of engagement and dismissal of managers, secretaries, engineers, assistants, experts, clerks, accountants, labors, or any other person employed in the business of the Company and the general direction and supervision of the Company with full powers to do all acts, matters and things deemed necessary proper and expedient for carrying on business and concerns of the Company including the power to make such investments of the Companies funds as he shall think fit and to make and sign all contracts and to draw sign accept endorse and negotiate on behalf of the Company all bill of exchange promissory notes, hundies, cheques, drafts, Government promissory notes and other Government securities and instruments.

63.       All moneys belonging to the Company shall be deposited with such bankers as the Directors shall deem expedient and the cheque shall be signed by the Managing Director singly or as may be decided by the Board of Directors from time to time.

64.       The Managing Director may with the approval of the Board of Directors shall deem expedient and the cheque shall be signed by the Managing Director singly or as may be decided by the Board from time to time.

65.       The Managing Director may with the approval of the Board of Directors delegate all or any of the power to such other Directors Secretaries, Managing Agents, or other persons as he may think fit and shall have power to grant persons or attorney as he may deem expedient and such powers he may at pleasure revoke.

66.       Without precise to the general powers and other powers conferred by these present the Managing Director shall have among others the following powers :-

a.         To manage all business and other affairs of the Company to appoint and employ officers, technicians, engineers, chemists, specialist, clerks, worker, servants, labours, staff and employees and to remove or discharge them and appoint others and to pay and allow the persons as employed such salary, wages, remuneration bonus and commission as he may think fit and also pay the preliminary expenses for formation and registration of the Company.

b.         To purchase, take on lease or otherwise acquire for the Company any land, building, machinery, plants, implements, required by the Company form time to time and for such consideration as he may think fit.

c.         To establish any trade arrangement, appoint and establish agencies and to open and close any branches of the Company on home or abroad as he may think fit.
             
d.         To borrow or raise money by way of loans, overdrafts, cash credit facilities or by creation of mortgage, charge, hypothecation, pledge of Companies assets and properties or otherwise and on such term and conditions as he may think fit and also to execute, sign, seal and deliver the necessary documents for securing the loans and generally to do all other acts and things in that behalf.

e.         To make advance, deposits or loans of any money of the Company to such persons upon such security or without as he may think fit and generally to direct, manage and control the receipts, custody, employment, investment and expenditure of the moneys and funds of the Company and keeping of the accounts of the Company.

f.          To open bank account in the name of the Company with any bank at home or abroad and to operate the same and to borrow money from the banks or other credit agencies, organizations by way of loans, overdrafts, cash credit facilities or from any Director or other persons, with or without security and on such terms and conditions as he may think fit.

g.         To open bank account or accounts in the name of the Company with any schedule bank or banks in Bangladesh and to operate upon the said bank account or accounts jointly by the Managing Director with the Chairman or Executive Director, in absence of any Director of the Company, the bank account will be operated by a Director duly authorized by him in absence of other Directors.

h.         To buy, sell, import, produce or supply all plants, machineries, materials, stores, stock-in-trade and other movable and immovable properties and things required for the purpose of the Company.
 
i.          To invest and deal with the money, not immediately for purpose thereof upon such term and to such persons as he may think fit.

k.         To give to any person employed by the Company a commission on the profits of the Company.

l.          To sign all cheques, drafts, bills, vouchers, certificates, deeds, instruments, bonds, agreements, documents or any negotiable or transferable instruments and documents.

m.        To determine who shall be entitled to sing on behalf of the Company the bills, cheques, notes, receipts, acceptances, endorsements, release accounts and documents.

n.         To enter into such negotiations and contracts and rescinds or vary all such contracts and execute and do all such acts, deeds and thinks in the name of the company.

o.         To demand, sue for, receive and realize all dues, claims, damages, compensations and profits due and payable to the Company and to take legal actions and proceedings under the provisions of law whether civil, criminal, original or appellate.

p.         To appear for and on behalf of the Company before any court proceeding and to institute, prosecute, defend, settle, compound, submit to arbitration, compromise and withdraw any suits, auctions, accounts, claims and demands whatsoever whether arising from any legal proceedings or not.

q.         To sign and verify plaints written, statements petitions, applications and vakalatnama powers, authorizing legal practitioners to act for and on behalf of the company before all courts, proceedings, civil, criminal, revenue or otherwise and generally to do all other acts and thinks as may be necessary form timed to tome in connection with different departments under the Government, semi-Government officers or any other public or private offices.

r.          To ensure the properties, movable and immovable of the Company.

s.         To receive services of summons or write issued against the Company or judgments
            delivered and to exercise franchise in an election whatsoever.

t.          To grant any power of attorney, general or special to any director or other officers of the company and shall have full power and authority to appoint one or more substitutes, to do, execute and perform all or any acts, thinks or matters aforesaid or otherwise.

u.         To sign and execute all deeds and documents and to place the same for registration before any Registrar or registering authority and to admit execution thereof for and on behalf of the Company and also to place fro registration before registering authority any deeds and documents executed in favour of the Company and generally to do all other acts and thinks in that behalf.

v.         To delegate all or any of his powers to any Director or officer of the Company as he may think fit and may at pleasure revoke the same.

Management
67.       Subject to the supervision of the Board of Directors, the business and all other affairs of the Company shall be managed by the Chairman, Managing Director, such specified powers, duties, and for such term and at such remuneration, allowance and benefits as the Board any deem fit.      

Rotation of Directors

68.       Subject to the provisions of the Articles, for the better management and business and beneficial for the company, if the Board of Directors shall retire every ordinary general meeting, a retiring Director shall be eligible for the re-election.

Managing Agents

69.       The Company may subject to the approval of the Controller of Capital issues and BSRS appoint an individual, a firm or another Company to act as its managing agent, but such appointment would he be given by an agreement to be made between the Company of the one part and Managing Agents.

The Seal

70.       The Directors shall provide a common seal for the purpose of the Company and shall have power, from time to time to destroy the same and substitute a new seal in lieu thereof and the Managing Director shall provide for the safe custody of the seal for the time being. The seal of the Company shall not be affixed any instrument except by the authority of the Board of Directors and in the presence of two Directors who shall sign every instrument to which the seal of the Company is not affixed provided nevertheless that every instrument bearing the seal of the Company and issued for valuable consideration shall be binding of the Company not withstanding any irregularity touching the authority of the Director to issue the same.

Dividend and Reserve

71.       The profits of the Company subject to any special rights relating thereto created or authorized to be created by the Memorandum for these Articles and subject to the provisions of these Articles shall be divisible among the members in proportion to the of capital paid up on the shares held by them respectively.

72.       The company may pay dividends in proportion to the amount paid up or credited as paid up such shares where a large amount is paid up or credited as paid some shares than no others.

73.       The company by extraordinary resolution may declare a dividend to be paid to the members according to their respective right interest in the profits and may fix the time for payment.

74.       No larger, dividend shall be declared than is recommended by the Director but the Company in general meeting may declare a smaller dividend; no dividend shall be payable except out of the profits of the year or any other undistributed profits are not dividends shall carry interest as against the company. The declaration of the Directors as to the amount of the net profits of the company shall be conclusive.

75.       The Directors may from time to time pay the members such interim dividends as in their judgment the position of the company justice.


76.       A transfer of share shall not pass the right to any dividend declared thereon before the registration of the transfer.

77.       Before recommending any dividend, the Directors may act said out profits of the Company such sums as they may think proper for or to a reserve fund or for depreciation or to a depreciation fund or sinking fund or any special fund to meet contingencies or to pay redeemable preference shares, debentures or debenture stock or for payments payable under specific laws or for special dividends or for equalizing dividends or for repairing, improving, extending, maintaining, expansion and furtherance of the property or any part of the property of the Company and for such other purpose as the Directors may from time to time in their absolute discretion, think conductive to the interests of the Company.

Capitalization


78.       A general meeting by extraordinary resolution may resolve that any moneys, investments or other assets forming part of the undivided profits (including profits surplus money) arising from the realization of any capital assets of the company standing to the credit of the reserve fund or other fund of the company or in the hands of the Company and available for dividend or representing premium received on the issue of shares and standing to the credit of the shares premium account be capitalized in any manner as the meeting may deem fit and proper.

Minutes

79.       1) The Board shall cause minutes to be duly entered in books provided for the purpose-

a.         of the name of the Directors present at such meeting of the Board and any committee of the Board and in that case each resolution passed at the meeting, the names of the Directors, if any dissenting from or not concurring in the resolution,
           
b.         of all order made by the Board and committed of the Board
           
c.         of all appointments of Directors and other officers of the Company, and
           
d.         of all proceedings of the general meeting of the Board and committees of the Board.

            The minutes of each meeting shall contain a fair and correct summary of the proceeding thereat.
            2) Any such minutes of any meeting of the Board of any committee of the Board of the company in general meeting if the purporting to be signed by the Chairman of such meeting or by the Chairman of next meeting shall be evidence of the matters stated in such minutes.

Accounts

80.       The books of account shall be kept at the registered office of the Company or at such other place as the permanent Directors shall think fit and shall be open to inspection by the Directors during business hours.


81.       The Managing Director shall cause to be prepared and to be laid before the Company, in general meeting such profit and loss accounts (income and expenditure account) balance sheets and reports as are referred to in the act.

82.       The Managing Director shall in all respects comply with the provisions of section 135 of the Act or any statutory modification thereof for the time being in force in so far as such provisions are applicable to this company.

Audit

83.       Once at least in every year the account of the Company shall be examined and the correctness of the profit and loss account and balance sheet ascertained by one or more auditors.

84.       The company at each ordinary general meeting shall appoint an auditor or auditors to hold office until and next ordinary meeting and their appointment, remuneration, rights and duties shall be regulated by sections 144 of the Act.

Annual Results

85.       The Company shall comply with the provisions of section 32 of the Act as to the making of Annual Returns.

Notices

86.       1) A notice (which expression shall be deemed to include and shall include any summon notice, process, order, judgment or any other documents in relation to or any in the winding up of the Company) may be given by the Company to any member eighter personally or by sending it by post to him to his registered address or if he has no registered address in Bangladesh to the address, if any within Bangladesh supplied by him to the Company for the giving of notice to him.

            2) There a notice is sent by post the service of such notice shall be deemed to be effected by properly addressing, prepaying and posting letter containing the notice and unless the country is proved to have been effected at the time at which the letter would have been delivered in the ordinary course of post.



87.       If a member has no registered address in Bangladesh and he has not supplied to the Company and address within Bangladesh for the giving of notice to him a notice addressed to him and advertised in a newspaper circulating in the neighborhood of the registered office of the company shall be deemed to be duly given to him on the day on which the advertisement appears.

88.       A notice may be given by the Company to the persons entitled to a share in consequence of the death and insolvency of a member by sending it through the post in prepaid letter addressed to them by name or by the titled of the representative of the deceased or assignee of the insolvent or by any like description at the address (if any a Bangladesh, supplied for the purpose by the persons, claiming to be so entitled or (until such an address has been so supplied) by giving the notice if any manner in which the same might have been given if the death or insolvency has not occurred.


89.       Notice of every general meeting shall be given in the manner herein before authorized to

            a) every holder of ordinary shares of the Company except those members who (having no address within Bangladesh) have not supplied to the Company and address within Bangladesh for giving notice to them and also to

            b) every person entitled to an ordinary share in consequence of the death or insolvency would be entitled to receive notice of the meeting.

90.       Every person who by operation of law, transfer, to other means whatsoever shall become entitled to an share shall be bound by every notice in respect of such shares which previously to his name and address being entered on the Register of member shall have duly given to the person from whom he delivered his title to such shares.

Indemnity

91.       Every Director and other officer or servant of the Company shall be indemnified by the Company and it shall be the duty of Directors out of funds of the Company to pay all costs, losses and expenses which any such officers or servant may incur or become liable to by reason of any way in the discharge of the duties of such officers or servant including traveling expenses.

92.       No Director or other officer or the Company shall be liable for the acts, receipts, neglects, or defaults, of any other Directors or officer for joining in any receipt to other act for conformity or for any loan or expenses happening to the Company thought the insufficiency or deficiency of title to any property required by order of the Directors for or on behalf of the Company or for insufficiency of any security  investment in or upon which any of the mo0ney of the Company shall be invested or for any loss of damage arising from the Bankrupt, insolvency or for any loss or damage arising from the securities or effects shall be deposited or for any other loss or damage or misfortune whatever which shall in the execution of the duties of his office or in relation to them unless the same happen though his dishonesty.

Secrecy

93.       Every Director, Managing Director, Managing Agent, a Trustee Member of the Committee, officer, servant, agent, accountant or other person, employed in the business of the Company shall if so required by the Directors or Managing Director or Managing Agent before entering upon his duties, sign a declaration pledging himself to observe strict secrecy representing all transaction of the company with its customers and the state of account with individuals and matters relating thereto and shall by such declaration, pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do by  the Directors, Managing Agents or by any meeting or by court of law and except so far as may be necessary in order to comply with any of the provisions in these present contained.

Arbitration

94.       Whenever any differences arise between the Company on the one hand and any of the members, their executors, administrations or assigns on the other hand, touching the true intent or construction or the intents or consequences of these present of the states or touching anything then or thereafter done, executed, committed or suffered pursuance of these presents or of the status or touching any breach or alleged breach of these present or any claim on account of any or any status affecting the company or to any affairs of the company, every such differences shall be referred under the Arbitration Act. 1940 to the decision of single arbitrator to be appointed by the parties in differences or if they cannot agree upon a single arbitrator to the decision of two arbitrators of whom once shall be appointed by each of the parties in difference or an umpire to be appointed by the two arbitrators.

Winding up

95.       If the Company shall be wound up and the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess shall be distributed among the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the share held by them respectively and if in a winding up the assets available as aforesaid shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so that as nearly as may be the losses shall become by the members in proportion to the capital paid up or which ought to have been paid on the shares at the commencement of the winding up held by them respectively but these clauses are to be without prejudice to the holders of shares issued upon special terms and conditions. 

96.       If the company shall be wound up the liquidator may with sanction of an extraordinary resolution divide amongst the contributories in specie of kind any part of the assets of the Company and may with the like sanction of the contributories or any of them as the liquidator with the like sanction shall think fit.

We, the several persons whose names, address and descriptions are subscribed hereto, are desirous of being formed into a Company in pursuance of this Articles of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.

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