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.
