The Companies Act. XVIII of 1994
A Private Company Limited by Shares
Memorandum
And
Articles of Association
Of
Asia Eva Wear Products Limited
The companies act. XVIII of 1994
A private company limited by shares
Memorandum of Association
of
Asia Eva Wear Products Limited
I. Name of Company : The name of Company
is Asia Eva Wear Products Limited.
II. Registered
Office: The Registered Office of the Company shall be situated in Bangladesh
III. Objects
of the Company : The objects for which the Company has been established are all
or any of the following and in construing the following sub-clause shall be
deemed to limit or affect by the scope of any other of such sub-clauses. All
the objects will be implemented after obtaining necessary permission from the
Government / concerned authority / competent authority before commencement of
the business.
1. To
establish shoe factory for manufacturing of shoes of all kinds and to have
workshop, Mills, Factories, Show rooms and office and places for the purpose of
business.
2. To
set up plant and machineries and establish industries for finishing, processing
and manufacturing of leather and leather goods for the business of the Company.
3. To
enter into any arrangements with Government, Finance Corporation or Authorities
supreme, municipal, local or otherwise that may seem conductive to the
Company’s objects or any of them and to obtain from any such authority and
rights, privileges and concession which the company may think fit and desire
able to obtain and to carry out exercise and comply with any such arrangements,
rights privileges and concessions.
4. Generally
to purchase, take on lease or in exchange, hire or otherwise acquire any
immovable or movable property any right or privileges which the company any
think necessary or covenant with any of such Company’s property or right for
the time being.
5. To
spend any money of the company in exhibiting or otherwise advertising or making
known the business and performance of the news agency and to make any
arrangements for the payment of commission or otherwise remunerating any person
or company so advertising or making known such business or products or
performances.
6. To
insure with any corporation or company the properties of assets of insurable
nature against losses, damages, risks, liabilities of any kind, which may
effect he company either wholly or partly and if thought fit to effect any such
insurance by jointly or becoming members of any such insurance, protection or
indemnity association, federation or society and to accept any such insurances
or part thereof for the account of the Company.
7. To
borrow or raise fund from any Bank or financial institution or from any other
sources by mortgaging the fixed assets of the company or by mortgaging any
fixed assets of 3rd party and to secure the repayment of such loan
in such manner as may be determined by the Board of Directors.
8. To
enter into joint venture or joint collaboration with any foreign firm or
foreign agency and to obtain from such agency any benefits to manufacture any
product and market any item within or outside Bangladesh.
9. To
carry on business and to act as merchant, traders, commission agent, brokers,
guaranteed brokers, managing agent, contractors, Engineers, mechanics, carriers
or in any other capacity and to export, import, buy, sell, barter, exchange,
pledge, make advances upon any product, chemical, stocks, shares, securities,
goods articles and products.
10. To
create any depreciation fund, reserve fund, whether for depreciation, or for
sinking funds, insurance funds or any special fund repairing, improving, extending
or maintaining any of the property of the Company or any other purpose
conducive to the interest of the company.
11. To
borrow or raise or secure the payment of money in such manner as the Company shall
think fit and in particular by the issue of debenture of stock, perpetual or
otherwise charge upon all or any of the Company’s property both present and
future including its uncalled capital and to purchase, redeem and pay off any
such securities,
12. To
take loan either in shape of Bangladesh
money in foreign exchange or in kind from any company corporation, public body,
autonomous and semi-autonomous body, Bank, Government or Semi-Government organization
of all description or private person on such terms and conditions as may be
deemed proper and convenient.
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13. To
pay all or any cost, charges, expense (preliminary or incidental) to the formation,
registration, establishment and or purchasing machineries from inland or abroad
or by any other way for the starting of the business of the company.
14. To
draw make accept, endorse, discount, execute, and issue promissory notes, bills
of exchange, bills of lading, warrant, debentures and other negotiable or
transferable or instruments.
15. To
sell or dispose off the undertaking of the company or any part hereof in such
manner and for such consideration as the Company may think fit and in
particular for shares (fully or partly paid up) debentures or other securities
of any other company having objects all together or in part similar to those of
this company.
16. To
sell, improve, manage, and develop, exchange, lease mortgage, dispose of, turn
into account or otherwise deal with all or any part of the property and right
of the company.
17. To
distribute among the shareholders in specie, any property of the Company
whether by way of dividend or upon a return of capital so that no distribution
amounting to a reduction of capital be made except with the sanction for the
time being required by law.
18. To
procure the company to be registered or recognized in any foreign country or
place in any part of the world.
19. To
do all such other things as may be necessary incidental, conducive or
convenient to the attainment of the above objects or any of them, in any part
of the world as principals, agents, contractors or otherwise and by or through
agents, trustees or otherwise and either alone or in conjunction with others.
20. To
make such charities or donations in cash or kind as the Directors may think fit
from time to time.
21. To
object se forth in any sub-clause of this clause shall not except when the
context expressly be in any way limited or restricted by the reference to and
inference from the terms of any other sub-clause or, by the name of the company,
none of such sub-clause, or the subjects herein specified or the powers thereby
conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned
in the first sub-clause of this clause but the Company shall have full powers
to exercise all or any the powers conferred by any part of this clause in any
part of the world and not withstanding the business, undertaking, property of
Acts within the objects of first sub-clause of this clause.
22. The
liability of the members is limited.
IV. The
Authorized capital of the Company shall be Taka 3,00,00,000/- (Three Crore)
divided into 3,00,000/- (Three Lac) shares of Taka 100/- (One Hundred) each
with power to increase or reduce the same or value of its shares or to attach
any other preferential, deferred or qualified or special rights or privileges
or conditions as regard dividends, repayments of capital, voting or otherwise
or to consolidate or sub-divide the share as may be thought by the Company.
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We, the several persons whose names, address and
descriptions are subscribed hereto, are desirous of being formed into a Comapny
in pursuance of this Memorandum of Association and we respectively agree to take
the number of shares in the capital of the Company set opposite to our
respective names.
|
Names, Address, Descriptions and
Nationality of Subscribers
|
Number of shares taken by each subscriber
|
Signature of each Subscriber
|
|
1.
HABIB MOHIUDDIN
Permanent
Address :
Son of
Late Al-haj Sufi Fazal Ahmed
732 East
Bibirhat, Hathazari Road,
Chittagong.
Occupation
: Business
Nationality
: Bangladeshi
2.
SHAFIQUE MOHIUDDIN
Permanent
Address :
732 East
Bibirhat, Hathazari Road,
Chittagong.
Occupation
: Business
Nationality
: Bangladeshi
3.
MAHBOOB MOHIUDDIN
Permanent
Address :
Son of
Late Al-haj Sufi Fazal Ahmed
732 East
Bibirhat, Hathazari Road,
Chittagong.
Occupation
: Business
Nationality
: Bangladeshi
|
1,000 Shares
(One thousand)
1,000 Shares
(One thousand)
1,000 Shares
(One thousand)
|
Signature : Illegible
Signature : Illegible
|
Dated Chittagong
the .................................... 3,000 (Three thousand) Shares
day of ............... 2005 fully
paid up.
Signature and Address of witness :
|
(Md. Shajahan Chowdhury)
Income Tax Advisor
229, S.A. Chowdhury Lane
Jubilee Road, Chittagong
Phone : 637965
|
|
(Md. Barek Meah)
Income Tax Advisor
229, S.A. Chowdhury Lane
Jubilee Road, Chittagong
Phone : 637965
|
The companies act. XVIII of 1994
Private company limited by shares
Articles of Association
of
Asia Eva Wear Products Limited
Preliminary
1. The Regulation contained in the
Schedule-1 to the Companies Act
2. XVIII
of 1994 (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
statue.
Interpretation
3. 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.
4. The
company is a private company within the meaning of Section 2 (1) (TA) 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.
5. The
business of the Company shall be included all or any of the several objects
expressed in the Memorandum of the Association.
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Share Capital
6. The
share capital of the Company shall be Taka 3,00,00,000/- (Three Crore) divided
into 3,00,000/- (Three 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.
7. 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.
8. 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
9. 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.
10. 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
11. 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.
12. 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
13. 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.
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14. 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 line; 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.
15. 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
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
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22. 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.
23. 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
24. 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.
25. 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
26. 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
27. 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.
28.
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 84 of
Companies Act.
29.
Subjects to the provisions of Section 87(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.
30. 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.
31. 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 sancting 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.
32. 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 2 (two) members personally
present shall be a quorum.
33. If
within half an hour after the time
appointed for the meeting a quorum of members is not present the meeting
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.
34. Mr. Shafique Mohiuddin shall be the first Chairman of the Board of Directors, he shall preside over the meetings of the Board of Directors as well as general meeting or extraordinary general meeting of the company. The tenure of office of the Chairman shall be for five years initially and shall be entitled to be reappointed after terms by the approval in the general meeting.
35.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 85 (c) (i) of the
Companies Act. 1994 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.
36. 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
37. 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.
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38. 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. 1994.
A proxy must be a member of the Company.
39. 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.
40. 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
41. The number of the Directors shall not be
less than two and not more than eight.
42. 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.
Mr. Habib Mohiuddin
b.
Mr. Shafique Mohiuddin
c.
Mr. Mahboob Mohiuddin
43. 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.
44. The
remuneration of a Director shall not exceed Tk. 200/- (Two hundred) for each
meeting of the Board Directors attended by him together with such allowances as
may be actually incurred for attending the meeting.
45. 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.
46. 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.
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47. 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.
48. 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
49. The office of the Directors shall be
vacated if a Director :-
a. fails
to obtain within the time specified under Section 97 (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.
50. 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.
51. 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.
52. 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.
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53. Chairman
of the Board of Directors will preside over all the general meeting as well as
all the meeting of the Board of Directors.
54. 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.
55. Any
resolution of circular signed by the majority f 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.
56. 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.
57. 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
58. 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. 1994 or any statutory modification or re-enactment
thereof for the time being inforce 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.
59. 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
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, 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 my think fit.
60. 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.
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Managing Director
61. 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.
62. Mr.
Habib Mohiuddin shall be the first Managing Director of the Board of Directors
and shall hold the office from the dated of incorporation of the Company. The tenure
of office of the Managing Director shall be for five years initially as per
Section 110 of the Companies Act. 1994 and shall be entitled to be re-appointed
after the terms by the approval in the general meeting.
63. Mr.
Mabhboob Mohiuddin shall be the first Executive Director of the Company. The tenure
of office of the Executive Director shall be for five years initially and shall
be entitled to be re-appointed after the terms by the approval in the general
meeting.
64. 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.
65. 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.
66. 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.
67. The
Managing Director may with the approval of the Board of Directos 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.
10
68. 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 by the Chairman or Managing
Director or Executive Director or some other Director or Directors singly or as
may be decided by the Board of Directors from time to time.
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.
11
k. To
give to any person employed by the Company a commission on the profits of the
Company.
1. 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 the 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 fabour 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.
12
Management
69. 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.
Managing
Agents
70. 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
71. 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
72. 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.
73. 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.
74. 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.
75. 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.
76. The
Directors may from time to time pay the members such interim dividends as in
their judgment the position of the company justice.
13
77. A
transfer of share shall not pass the right to any dividend declared thereon
before the registration of the transfer.
78. 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
79. 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
80. 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
81. 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.
14
82. 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 ascretained 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 212 and 213 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.
15
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.
16
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
thin fit.
17
We, the several persons whose names, address and
descriptions are subscribed hereto, are desirous of being formed into a Comapny
in pursuance of this Memorandum of Association and we respectively agree to
take the number of shares in the capital of the Company set opposite to our
respective names.
|
Names, Address, Descriptions and
Nationality of Subscribers
|
Number of shares taken by each
subscriber
|
Signature of each Subscriber
|
|
1.
HABIB MOHIUDDIN
Permanent
Address :
Son of
Late Al-haj Sufi Fazal Ahmed
732 East
Bibirhat, Hathazari Road,
Chittagong.
Occupation
: Business
Nationality
: Bangladeshi
2.
SHAFIQUE MOHIUDDIN
Permanent
Address :
732 East
Bibirhat, Hathazari Road,
Chittagong.
Occupation
: Business
Nationality
: Bangladeshi
3.
MAHBOOB MOHIUDDIN
Permanent
Address :
Son of
Late Al-haj Sufi Fazal Ahmed
732 East
Bibirhat, Hathazari Road,
Chittagong.
Occupation
: Business
Nationality
: Bangladeshi
|
1,000 Shares
(One thousand)
1,000 Shares
(One thousand)
1,000 Shares
(One thousand)
|
Signature : Illegible
Signature : Illegible
|
Dated Chittagong
the .................................... 3,000 (Three thousand) Shares
day of ............... 2005 fully
paid up.
Signature and Address of witness :
|
(Md. Shajahan Chowdhury)
Income Tax Advisor
229, S.A. Chowdhury Lane
Jubilee Road, Chittagong
Phone : 637965
|
|
(Md. Barek Meah)
Income Tax Advisor
229, S.A. Chowdhury Lane
Jubilee Road, Chittagong
Phone : 637965
|
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