Memorandum
27. Child and disordered brain person if on the legal basis be come to the owner of the share of the dead member, then there will collected the prove letter from the guardian and after taken the undertaken for to consent the rules of the company, the directors would be given direction to make registration of their name.
CAPITAL INCREASE OR
DECREASE
28. In the general meeting of the company and due to the
power of accepted decision in before noon, the directors according to the
company rules and regulation, there could be made increase and decrease of the
company capital. As per accepted direction in the general meeting and if there
is not provided such of direction, to the interest of the company, the
directors will be determined about the amount of the capital and number of the
new shares.
29. If there is not happened about the anti-position of
the company act of the year 1994, with such of terms and conditions and
undertaking, new share will be issued and including of these new share,
relevant special interest, facility and rights will be determined. In the
general meeting of the company of its decision or if there is not to be a
decision, the directors will be taken decision about the special power and
right less matter for such of new share holders about dividend special facility
and interest and divide of property and power of vote given.
POWER OF LOAN
ACCEPTANCE
30. In the business interest of the company and if there
is needed for essential and if the directors be needed at any time and from any
source any kind of amount of loan could be taken. Due to loan acceptance and
paid up, the directors in favor of their consideration, there could be
consented to maintain any kinds of terms or rules. Due to the fact of this
loan, the directors also could be form of fund and to the guarantee of loan
paying any kind of commercial bill be singed or approved or prepared and after
of it, to the partly or to be needed, full property could be made deposit,
mortgage and between in this property, kept of the company present or future
demanded property will be treated as including. For to payment of whole of loan
or part of it and for to guarantee of maintaining of the liability, there could
be made of mortgage or loan for the immovable and movable properties of the company.
31. Within 18 months after registered of the company,
there would be the first general meeting and after of it, there would at least
one time meeting in a calendar year and it could not be exceeded any how about
15 months from the date of the first meeting. The director's council will
decide venue and time of the meeting. The above-mentioned meeting would be
called about "General Meeting" and besides of this meeting other
meetings of the company would be called about "Extra General Meeting"
or "Emergency Meeting" would be called.
32. Special proposal related
about the company act 87(2) section rules and for the cause of general meeting,
there would be given notice about 14 days and due to suddenly error or for any
cause if the members be not received of the notice, then the decision taken in
the general meeting would not be treated as cancel. Due to willing of all of
the members and as per compliance, with the provided notice in a little period,
there could be invited meeting with a little period.
33. If there would be made any kind of deviation to give
notice to any member, decisions taken in the general meeting would not be
cancelled.
34. All of the working activities of the general meeting
and process for to acceptance, there would be presented at least 2(two) members
and in such a manner, if be presented about 02(two) members, there would be
counted about filled up of quorum.
35. At when the directors will be
needed, there could be invited about the general meeting, let it be the general
meeting or additional general meeting.
VOTES OF THE MEMBERS
36. Each of the members presented physically in the
meeting and at immediate after raise up hand, there would be counted about each
of one vote and for the case of pole, presented member or representative or
power of attorney given vote, for each of share, there would be counted for one
vote.
37. Before 48 hours of starting meeting, representative
appointment letter, power of attorney or any kind of other documents of which
is appointed as representative for to the function of vote. After put of
signature or attested with notary public and its copies, there would be
deposited to the company office and if be made any thing otherwise, the
above-mentioned documents would not treated as invalid.
38. If any member upon which share demanded value or any
kind of such other dues has demanded, this member could not be presented in the
meeting and could not be given vote and he/she will have not the power about
appointment of representative or the power for representative of other members
and presence in the meeting would be counted as quorum fill up.
39. Share transfer or as per rules, person who can
transfer of the share, in any general meeting, as per listed owner of share,
there could be given of vote. But there is remaining terms of this kind of
given vote that in which general meeting and which vote is willing to be given,
this meeting or postponed meeting, 72 hours before starting, if the right of
share transfer be not consented by the directors before noon, then he/she
should be given explanation about this share transfer to the directors and
should be made compliance of it.
BOARD OF DIRECTORS
40. For to determination of eligibility of the directors,
the number of share would be 100 (one hundred) taka and at least about 6000
shares and these shares would be in the single name. It would be in joint name.
41. If there is not fixed about similar decision in the
general meeting of the company, the number of board directors will not be at
least 2 numbers and more than 15 numbers.
42. The following persons will be the first members of the
board of directors:
(1) Md.
Mahbub Alam
(2) Md.
Morshed Alam
(3) Zesmin
Ara
For the above board of directors and if there is not taken
any other type of decision in the general meeting of the company or if the
directors if not to be given resignation in self willingly or according to the
section 108 (1) of the company act if not to be declared as ineligible, they
will be remained about the director of the company. After given notice on
written basis, any of the director would be taken retirement or to be given of
resignation.
43. If be presented about 2(two) directors, there would be
treated about fill up quorum in the directors meeting.
44. In the general meeting of the company and if there is
not taken any kind of other type of decision and for the each time presence of
the directors meeting, each of the director would be received 200/- (two
hundred) taka allowance and traveling allowance which will be expensed which
will be paid by the company.
45. For to fill up of the additional or temporary vacant
post, the board of director would be appointed at any time about one of the new
director. But the determined total number of directors would not be exceeded
for the limited due to newly appointment, which will be observed.
POWERS OF THE
DIRECTORS
46. Over all controlling power of the company would be
reserved on the hand of the board of directors and the business and management
responsibility of company will be under the responsibility of the Managing
Director. The Managing Director for to make establishment and registration, all
of the costs would be maintained. It is not prohibited in the company act 1994
and next of amendment which is existed in the country and any kind of any proposal
in against of it or decision which is needed to accept in the general meeting
of the company and such kind of alternate matters, the Managing Director will
be applied of his powers. But in the general meeting of the company any kind of
accepted proposal, any kind of previous work of the directors would not be made
as illegal of which would be treated as legal if not to be accepted.
47. The Managing Director at any time, there would be
invited about the meeting of the board of directors. But the board of directors
if be wished to call of the meeting, there would be given notice after
expressed willing to the Managing Director and after receiving of notice, the
Managing Director will be invited at immediate.
CHAIRMAN
48. Md. Morshed Alam will be the Chairman of the Company
if he is not to be treated about ineligible according to the company act 108(1)
section or not to be taken resignation in self-willingly. His salary and
allowances would be fixed by the board of directors.
49. In each of the general
meeting and in the meeting of the board of directors, the Chairman will be
presided over. In the meeting in favor or disfavor of the decision in the
meeting if be castled equal number of vote, the chairman will be castled about
his 2nd place determination vote.
50. In any meeting if the Chairman is absent or if be come
to unwilling to execute about work in the meeting by the Chairman, the present
members would be selected about chairman.
51. One of the decision if be accepted and at immediate
after declaration of chairman and after written in the book of the company to
this ground and without the appropriate ness/prove ness of this decision
already will be acceptable and in this case, the ratio of vote numbers or in
favor or disfavor which numbers of vote has been written and it will be
arranged again vote or not to be arranged, these kinds of questions will not to
be raised up.
52. Due to selection chairman in the meeting, demand of
vote or any kind of postponed question if be raised up that will be given
solution of it and it will be done as same without postponed.
MANAGING DIRECTOR AND MANAGEMENT
53. Md. Mahbub Alam
will be first Managing Director of the company if he is not to be treated as
ineligible according to the company act section 108(1) or not be made
resignation in self willing, then would be remained for about 5(five) years.
His salary and allowances would be determined by the director's council.
54. Under the supervision of the
board of directors and keeping the control, business of the company and all of
the works, under the management of the managing director and under supervision
would be conducted. Without any kind of partiality by the managing director,
will have the right for the following powers:
- Any how will be collected of money either loan or any other means and for it will be provided about Kot, Mortgage or any other deposit given or terms and could be perform for the relevant deeds, and will signature of it and given of seal or similar of any other work.
- Generally he would be performing for the management and supervision of the company. He would be appointed about the general manager, secretary, representative, organizer and expert, scientist, technician, artist and day labor, clerk, servant and in other post for the necessary persons of employees and could be made release them from the service and could be appointed in the release made post for new peoples and he/she will be executed for the primary cost on behalf of the company.
- He could be made about demand knowing, lodge of case or in any other means demand collection and could be given receipt as per release and for to collect of due of the company and for to break of agreement with any other party of the company and in against of the violation party money, rent, payable money, compensation etc. collection and for it, civil, criminal and other type of case/suit could be lodge.
- Due to approval of the board of director and to the interest of the company, property right license etc. could be made buy-sale or exchange.
- If be needed in any place of Bangladesh, there could be established for the branch office in Bangladesh and will be appointed of the representative and sub-representative.
- Existing in the court or any kind of external demand for to settlement, for amicable compromise, could be sent or withdraw.
- To the interest of the company and on behalf of the company, to any group of peoples or any other company special or general power of attorney could be given and before mentioned any kind or total work for to make completion one or more representative for to make appoint will have the power.
- Company fund investment or to the interest of the company and due to approval of the board of directors, there could be sold for the movable and immovable properties of the company.
- For the goodness of the company all of the necessary deeds perform, signature and registry could be made (due to approval of the board of directors).
j. On behalf of
the company any kind of deed registrar or sub-registrar in front of him will be
perform and will be put signature and will be taken any kind of step to this
matter.
- Plaint, written reply, application, solely agreement and due to conduct of the case/suit and for to appointment of lawyer and will be sign upon the pleader's note and civil, criminal and revenue court, there would be taken of the effective effort.
55. Any director if at least for
the period of three months, if be stayed out side of Bangladesh or due to
physical illness, if he is restrained for maintain of his duty, then he will be
taken the approval of the board of directors could be appointed for the other
person in own place and this person will be presented in the office as an
alternative director and could be given vote. In this case, the eligibility of
the alternative director, there would not be arise the question of keeping
share and to appoint of the alternative director or termination appointing
director, as per notice for own hand would be performed. At immediate after
come back of the ailing director or immediate to come round, the post of
alternative director shall automatically be abolished.
OPERATION OF BANK
ACCOUNT
56. As per decision of the board of directors, in any kind
of schedule/commercial bank, there would be opened a joint account and the said
account managing director and project director, will be operated with joint
signature and could be work about deposit or withdraw of money.
NOTICE
57. If there is not proved any thing otherwise and after
sent a notice by post, this notice shall be treated as issued. If it is seen
that there is correctly written of the address on it and also sent correctly by
the post and in this case, there would be counted about normal time limit of
post sending.
COMPANY SEAL
58. As Per Company Act 78(B) there would be a common seal
of the company. It will be under the custody of the Managing Director. Any kind
of deed or paper and after put of seal, the managing director will be put of
his/her signature and this seal and signature would be proved as correct.
DIVIDEND
59. There could be declared about the dividend in the
general meeting of the company, but any dividend could not be exceeded above of
the approved capital of the company.
60. If the directors would be seemed as correct, there
could be given of intermediate dividend from the profit to the members of the
company.
ACCOUNT AND ACCOUNTS
AUDITING
61. As per section 181 of the company act of the year
1994, the managing director would be arranged about the written loan and
receive of it.
62. As per section 212 and 213 of the company act of the
year 1994 and according of its amendment made rule, there would be appointed
one or one more auditor/examiner. Each of the account, which is examined or
approved in the general meeting, which will be treated as final. But if any
kind of error be found without of it and this kind of error will be corrected
in next period at immediately.
COMPENSATION AND
RESPONSIBILITY
63. Chairman, Managing Director and other directors, to
the interest of the company and on behalf of it, to the work of maintaining
responsibility and if be made lost and if expensed of money, then the company
will be made compensation to them. But this kind of loss/damage would be not be
held for the cause or negligence for any person.
ARBITRATION
64. Company versus member in between of them if there is
come out any kind of dispute or to be happened different about the work of the
company due to prepare of over rules activity and finally be happened a
difference of opinion, then this matter for to make arbitration will be sent
according to the Arbitration Act of the year 1940 and each of the party would
be appointed one of the Arbitrator and if this Arbitrators be come to failure,
then will be appointed one of the Umpire and this Umpire which decree will be
given that will be treated as final and to be obligatory to obey of it.
WINDING UP
65. If there is needed to winding up of the company and
the collected capital for to make distribution among the members and on behalf
of payment is found insufficient, then this property will be distributed
according to the amount of the capital as the members could be consented about
loss as per own ownership that means before winding up which would be paid to
them. If on behalf of distribution among the members of the company, collected
capital and for to make payment is found sufficient, then this sufficient part
will be distributed as per share ownership.
We are some of the persons of whose names, address,
profession and nationality are mentioned below, they are willing to established
a company according to the rule of the Memorandum of Articles and we are
respectively mentioned in against of our names and in the capital of share of
the company and keeping compliance and with the presence of the witnesses were
put of our signatures:
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