The Companies Act. 1994
(Act XVIII of 1994)
(A Private Company Limited By Shares)
Articles of Association
of
Marker Property Management Limited
Preliminary
1. The regulation contained in schedule-1, (One) to the
companies Act. 1994 (herein after called the Companies Act) shall apply to this
company with respect to such provisions as are applicable to a Private Limited Company
so far as are not negative or modified by or as are not contained in the
following articles or any other article that may from time to time be framed by
the Company in general meeting or by any statute.
Interpretation
2. In these Article unless there is something in to the subject
or context inconsistent there with the words or expression as defined in the
companies Act, shall have the meaning assigned to them respectively when used
in relation to the said companies Act, or any statutory modification or
reenactment there of for the time begin in force in Bangladesh and in
particulars and without prejudice to the generality of the said provisions. The
word imparting masculine gender shall include feminine gender and vice versa and
the word imparting person shall mean and include any individual Limited Company
or body corporate.
Private
Company
3. The company is a private Limited Company within the meaning
of section 2(I) Clause (TA) of the Companies Act, and accordingly the following
shall apply. a0 No invitation shall be issued to the Public of subscribe for
any share or debenture of the company. b) the number of shareholders of the
Company (exclusive of the persons in the employment of the Company) shall be
limited to 50 (fifty) provided however that when two or more persons hold one
or more shares of the company jointly, the shall be treated as a single member
: and c) The right to the transfer of shares of the Company is restricted in
the manner and to the extent hereinafter provided.
Share
Capital
4. The Authorized share capital of the Company is Tk.
2,00,00,000 (BDT two Crore Only) divided in 2,00,000 (Two lac) ordinary shares
of Tk. 100 (BDT One Hundred Only) each with power to increase or reduce the
capital and to divide the share capital into different classes and to attach
thereto any special right or privilege or condition as regard dividends,
repayment of capital, forfeiture and surrender of shares, voting or otherwise
or to consolidate or sub-divide the shares.
5. The share of the company shall be under the control of the
Directors, who may allot or otherwise dispose of the share to such person on
such terms and conditions as the Directors shall think fit and with full power
to give any person the call on the shares either at par or at premium during
such time and for such considerations as the directors shall think fit.
6. The company may make the arrangement of the issue of shares
for a deference between the holders of such shares in the amount of the call to
be paid and the time for payment of such calls.
(2)
7. Save as herein otherwise provided the company shall be
entitled to treat the registered holder of any shares as the absolute owners
hereof and accordingly shall not except as ordered by a Court of competent
jurisdiction or by any statue be bound to recognize any equitable or other
claim to or interest in such share on the part of any other persons.
8. The name, address and occupation and nationality of every
person who becomes a shareholder of the company shall be entered in the
register of the members and such address shall be deemed to be his place of
residence to which notice and letters from the company to be sent. the company
shall not be liable for the non-receipt of notice or letters from the company,
non-receipt of dividends for his change of address unless such change is
notified in writing to the company.
9. The Directors may from time to time make such calls as they
may think fit upon the members in respect of all moneys unpaid on the shares
held by them (and not by the conditions of allotment thereof make payable at
fixed time) and each member shall pay the amount of every call so made on him
at the time and place appointed by the Directors. A call may be made payable by
installments and shall be deemed to have been made when the resolution of the
Directors passed authorizing such calls.
Share
Certificate
10. Every person whose name has been entered in the Register of
members shall be entitled to receive one or more share certificates issued
under the common seal of the company and signed by at least two Directors
specifying the number of shares held by him and the amount paid thereon. If any
share certificate is lost, destroyed or defaced, it may be reissued on payment
of such fee not exceeding the fee fixed by the directors and on such terms and conditions
as the directors may think fit. The company shall have a lien upon all shares
(not being fully paid up shares) for all money whether presently payable or not
called at a fixed time in respect of those shares. The company shall also lien
on all shares (other than fully paid shares) standing registered in the name of
the single member for all money payable by him or his estate to the Company.
but the directors may at any time declare any share to be wholly or in part
exempt form the provisions of this clause.
11. The company shall have a lien upon all shares (not being fully
paid up shares) for all money whether presently payable or not called at a
fixed time in respect of those shares. The company shall also have lien on all
shares (other than fully paid shares) standing registered in the name of the
single members for all money payable by him or his estate to the company, but
the directors may at any time declare any share to be wholly or in part exempt
from the provisions of this clause. The company’s lien shall also extend to the
dividend payable on the share upon which the company has lien.
12. The company may sell or otherwise dispose of the share in such
manner s the Directors any think fit on which it has a lien, but no sale shall
be made unless the sum in respect of which the lien exists is payable, nor
until the expiration of fourteen days after a notice in writing sating and
demanding the payment of such part of the mount in respect of which the lien
exists as in presently payable has been given to the registered holder for the
time being of the share or the person entitled to the share by reason of death
or insolvency of the shareholder.
13. The proceed of the sale shall be applied towards the payment
of the amount in respect of which the lien exists is presently payable and the
residue shall (subject to the like lien for sums presently payable as existed
upon the shares prior to the date of sale) be paid to the person entitled to
shares t the date of sale. The purchaser’s name shall be entered in the
register of members in respect of that share and he shall not be bound to see
the application of the purchase money nor his title to the share shall be
affected by reason of any irregularity or invalidity in the proceedings with
reference to the sale.
(3)
TRANSFER AND TRANSMISSION OF SHARES
14. No transfer of share of the company shall be made or registered
unless proper instrument of transfer has been delivered to the registered
office of the company along with the share script. The instrument of transfer
to be executed by both the transferor and the transferee, the transferor shall
be deemed to remain as the holder of share until the name of transferee is
entered in the Register of members in respect thereof. The Directors may decline to recognize any instrument of
transfer of shares unless: a) Such fee as the Director may from time to time
determine paid to the Company in respect thereof. b) the instrument of transfer
is accompanied by the share certificate to which it relates and such other
evidence as the Director may reasonably require to show the right of the
transferor to make transfer. With the approval of the approval of the Director
any shares may by transferred at any time by a member to his or her son, daughter,
wife, husband, father or mother.
15. Subject to the provisions of Articles 14 above, shares shall
not be transferred to any person so long the Directors are willing to purchase
the same or so long a member or any person selected by the Directors s one who
is desirable in the interest of the company admit membership and willing to
purchase the same at a price fixed by the Director.
16. The Directors shall have the same right to refuse to register
a person entitled by transmission to any share or his nominee as if he were the
transferee named in any ordinary transfer presented for registration.
17. The share transfer register and the register of members may be
closed during such time as the directors think fit not exceeding in the whole
forty five days in each year and not exceeding thirty days at a time.
18. If any member fails to pay call or installment by the day
appointed for payment of the same, the Directors may at any time thereafter
during such time as the call or installments remains unpaid, serve a notice on
such member requiring him to pay the same together with any interest that may
have accrued and expenses that may have been incurred by reason of such non
payment.
19. The notice shall name a further day (not being less than 15
days from the date of the notice) and a place on and to which such call and
installment and such interest an expenses as aforesaid are to be paid. The
notice shall state that in the event of payment not being made at or before the
time and the place appointed, the share in respect to which the call was made
or installment is payable will be liable to be forfeited.
20. If the requirements of the notice referred to in the last proceeding
Articles are not complied with any shares in respect of which notice has been given
may at any time thereafter before any payment of calls or installment, interest
and expenses due in respect thereof, be forfeited by a resolution of the
Directors to that effect and such forfeiture shall include all dividends
declared in respect of the shares.
21. Where any shares shall have been so forfeited, notice of the
resolution shall be given to the member in whose name it stood immediately
prior to the forfeiture and an entry of the forfeiture with the date thereof
shall forthwith be made in the Register of members.
22. Any share or shares so forfeited shall be deemed to be the
property of the company and the directors may sell, re-allot or otherwise
dispose of the same in such manner as they think fit. But the Director may at
any time before any shares so forfeited shall have been sold, re-allot or
otherwise disposed of annual the forfeiture thereof upon such conditions as
they think fit.
23. A person whose shares have been forfeited, shall case to be a
member in respect of the forfeited shares, but shall not with standing remain
liable to pay to the company all moneys which at the date of forfeiture, were
presently payable by him to the Company in respect of the shares, but his
liability shall cease if and when the company received payment in full of the
nominal value of the shares.
24. The company in General Meeting may consolidate its shares or
any of them into shares of a large amount.
(4)
25. the company may sub-divide its shares or any of them into
shares of smaller amount and may determine that as between the holder of the
shares resulting from such sub-division, one or more of such shares shall have
some preference or special advantage over or as compared with other or others.
ALTERATION
OF CAPITAL
26. The Directors may, with the sanction of the Company, in
general meeting increase the share capital by such sum to be divided into
shares of such amount, as the resolution shall prescribe. The company may by
special resolution, reduce its shares capital in any manner and subject to any
incident authorized and consent required by law.
BORROWING
POWERS
27. The directors may, from time to time, borrow or raise from any
source any sums of money required for the purpose of the business of the company
and secure the payment of such money in such manner and upon such terms and
conditions in all respects as they think fit and in particular by the issue of
debentures or debenture stock or by making, drawing, accepting or endorsing on
behalf of the company any bill of exchange, promissory note, bonds or any other
negotiable or transferable instrument or by creating mortgages or charge on all
or any part of the property of the company both present and future including
its uncalled capital for the time being and the Directors may on behalf of the company,
guarantee the whole or any part of the loans or debts incurred by the company.
28. The directors may, if they think fit, receive from any member
willing to advance the same all or any of the money uncalled and unpaid upon
any shares held by him, and upon all or any of the money so advanced may (until
the same would, but for such advance, become presently payable) pay interest at
such rate (not exceeding without the sanction of the company in general meeting
eleven percent per annum) as may be agreed upon between the member paying the
sum in advance and the Directors.
GENERAL
MEETING
29. The first annual general meeting of the company shall be held
within eighteen months from the date of its incorporation and thereafter once
at least in every calendar year at such time not being more than fifteen months
after the holding of the last general meeting at such time and place as may be
prescribed by the company in board
meeting / general meeting. The above-mentioned general meetings shall be
called annual general meetings and all other general meetings shall be called extraordinary
general meetings. The directors may, whenever they think fit, call an extra
ordinary general meeting and extraordinary general meeting shall also be called
on such requisition or on default may be called by such requisitions s is
provided by section 84 of the act.
30. The directors may, whenever they think fit, call an extra
ordinary general meeting and extraordinary general meeting shall also be called
on such requisition or on default may be called by such requisition a provided
by section 84 of the Act. If at any time there are not within Bangladesh
sufficient Directors capable of being acting to form a quorum any Director or
any two member of the company may call an extraordinary general meeting in the
same manner as nearly as that in which meetings may be called by the directors.
PROCEEDING
AT GENERAL MEETING
31. Subject to the provision of sub-section (2) of section 87 of
the companies act, 1994, relating to special resolution, twenty one days notice
at the least (exclusive of the day on which the notice is served or deemed to
be served but inclusive of the day for which notice is given) specifying the
place, the day and the hour of the meeting and, in case of any special
business, the general nature of the business, shall be given in the manner
hereinafter mentioned or in such other manner, if any as may be prescribed by
the company in general meeting to such persons who are under the companies Act,
1994, or by the regulations of the Company, entitled to receive such notice
from the company, but the accidental omission to give notice to or the
non-receipt of notice by any member shall not invalidate the proceedings at a
general meeting.
32. All business shall be deemed special that is transacted at an extraordinary
general meeting and all that is transacted at an ordinary general meeting with
the exception of sanctioning the dividend, consideration of the accounts, balance
sheet and the ordinary report of the Directors and Auditors, the election of
Directors and other officers and appointment and fixation of the remuneration
of auditors.
33. If within half an hour
from the time appointed for the meeting a
quorum is not present the meeting, if called upon the requisition of members shall be dissolved, in any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be
the quorum.
34. The chairman, if any, of the Board of Directors shall preside
as Chairman at all meeting including general meeting of the Company.
35. If thee is no such Chairman, or if at any meeting he is not
present within fifteen minutes after the time appointed for holding the meeting
or is unwilling to act as Chairman, the members present shall choose some one
of their members to be the chairman.
36. The Chairman may, with the consent of any meeting
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