COMPANIES
ACT. "18" OF THE YEAR 1994
(PRIVATE
COMPANY LIMITED BY SHARES)
MEMORANDUM
OF ASSOCIATION
OF
MACCA
MULTI-LAYER LTD.
A) Name of Company: MACCA MULTI-LAYER LTD.
B) The registered office of
company would be situated in Bangladesh
C) The
company has been established for the purpose of implementation of whole or one
of objectives mentioned to the following sub-clause. It is clearly declared
that all the sub-clauses are complementary each other and objective mentioned
to a sub-clause and any one or more than one will in no way interrupt or be
limited.
1. To establish and carry
on printing factories to print different sorts of paper and products of paper.
2. To print polypropylene
printing, production of polypropylene goods and marketing the produced goods.
3. To establish factory to
print, processing on making paper aluminum foil, PP synthetic paper and so
sorts of goods in Bangladesh
or in any country, purchasing making factories and acquiring in any other way
or undertaking all the relevant activities.
4. To do any sort of
printing, packaging by paper imported or locally produces; polypropylene,
aluminum foil, different sorts of synthetic paper, dyeing, non-dyeing, printing
and marketing and mating marketing locally and exporting those kinds of
produced products.
5. To establish industry
to produce different types of packages and all sorts of printing, packaging for
the purpose of domestic use in the country or to export in abroad and
purchasing and selling of produced goods.
6. To establish industry
and marketing for the purpose of production locally of all sorts of using
materials of produced products.
7. To supply and purchase
and selling to the field of production through collection locally or import
from abroad all types of raw materials to be used in the factory. s
8. To establish factory in
Bangladesh
or in any country to produce different types of PP aluminum foil and all sort
of synthetic paper and allied goods, to acquire producing factory and by any
other way and printing and packaging.
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9. To purchase, sell,
supplying, marketing, importing and exporting of paper, polythine, different
types of PP, aluminum foil and all sorts of synthetic papers and allied
products and importing or collecting in any other way all sort of machineries,
equipments and necessary raw materials to establish so type of industry.
10. To purchase lands or
procure in any other means to establish related printing packaging or any other
industry.
11. To act as agent of
different organizations of home and abroad.
12. To assign agent or
distributor for the purchase of paper, PP, poliythin and the total packaging
products, to establish show-room or sale centers.
13. To establish industry in
joint venture with companies of home and abroad or establishing business home
and abroad.
14. To establish individual
industries for all necessary goods which are needed to make production of goods
in industries.
15. To import and other
trading in all sorts legally.
16. To act as agent and
representative of producers and suppliers of home and abroad, to establish
agency or branch to purchase and to sell all types of goods in Bangladesh or
in abroad and to act as managing representative or commission agent.
17. To produce, import,
export, purchase and sells of all classes of iron and steel and production of
iron and steel goods and making trade of is all branches.
18. To import, production,
preparation, processing of all type of iron and steel goods including all ports
of iron, steel, bronze including all sort of metal goods, M.S. rod, flat bar
corner, hooks bundle, tin and making trade of those in all kinds.
19. To purchase and sale
import, export and production of palm oil, soybean oil, coconut oils including
oil (vegetable oil or mineral, eatable or non-eatable) types of oil and
purchase and selling of oil goods or to make trade over the allied branches, to
establish purifying factory for impurities oil and gather oil for various
oil-seeds and to establish oil-factories for this purpose, to purchase and
import non-purified oil, oil-seeds or procuring in other means, to arrange
oil-tank, pipe, miscellaneous stock goods and other means of keeping provisions
to preserve oil, to receive , purchase or taking lease of factory ownership,
construction, establishment and making all sort of trading for preservation of
oil, to purchase sell, import and export of all the concerned goods concerned
with oily industries including trading with its exports.
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20. To establish factory for
the purpose of making tank of all sort of solid, liquid and dindy goods
including BP sheet, tin plate and other artificial or natural goods including
draw and container and to import, purchase or procuring in any other means of
equipments, BT Sheets, Tin plate, all type of plastic and other raw materials
and to produce and purchase, sell including export and import of drums, all
types of container and tanks and making trade to all branches of it.
21. To import, production,
preparation, processing of all type of iron and steel goods including all ports
of iron, steel, bronze including all sort of metal goods, M.S. rod, flat bar
corner, hooks bundle, tin and making trade of those in all kinds.
22. To import any type of
goods and commercial products from any country of the world and exporting to
any country.
23. To purchase, sell,
import-export, production and making of all sort of goods, commercial goods of
products and trading which are done by general businessman, importer and
exporters.
24. To act as sale
representatives, purchase representatives, publicity representative, shipping
representative, representative of transporter, trade representative, manager,
broker, indent representative of indentators, publicity, advertiser and
distributor of any person, firm or company and making trade of all
representative and to take business of publicity, advertiser and distributor.
25. To make trade or to do
any business of customs clearing representative or forwarding representative,
shipping agent, indent representative, insurance broker, condo handling
representative, brokery representative of producer, ship handling stevedoring
and to establish office at any place of Bangladesh or any other country for
the purpose.
26. To trade all sorts of
contractor with government and any other organizations and to make sub-contract
/sub-let to the other contractors those.
27. To act as general
contractor, transportation contractor, jetty handling contractor, construction
Engineer and making trade of seller and supplier of brick, wood, line, limestone,
send, stone, cement, rod, bar and all sorts of building materials.
28. To trade in joint
venture with any person or company in Bangladesh or outside Bangladesh and to
establish production of any goods for marketing in the country and exporting
perspective.
29. To trade production of all goods or factories/ industries in Bangladesh or in any country outside Bangladesh.
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30. To purchase, import, building and any other transportation for
the purpose of carrying passengers or goods or to acquire by any means and
making trade of transportation of passengers and goods in water ways.
31. To make trade of
purchase and sell of barge ship, passengers ship and goods carrying ship and to
purchase for the purpose or to acquire lands of sea-shores by any other means.
32. To produce, purchase,
sell, exchange, change, promotion of all types of transportation, giving share
or rent purchase contract and building, repair, change, purchase, acquire,
bringing under jurisdiction, import of all sorts of transportation or being
taken under company and marketing and up gradation for acquiring other
purposes, repairing and to build, production and trading of such things which
other persons are done engaged in equal kinds of business generally or
necessary or helpful to any sort of business mentioned above and all sort of
industries, equipments, utensils and taking by company.
33. To import so type of raw
materials, retail equipments, production, machineries or goods over which
company making trade and so type of goods which are needed for marketing or be
needed to produce by the company.
34. To acquire any land,
building, storage or field through purchase, taking lease or by any other means
and continue business of hotel and restaurant, construction of house or family
residence or extension of those for the purpose of those.
35. To make rent those sorts
of land, building, office, storage, and exhibition room to any person, firm,
company, bank, government or semi-government organization and in making rent to
other types of business in time to time lender conditions.
36. To acquire so type of
properties which are helpful and feasible to the activity of company or to
acquire and receiving by any other means or to purchase responsibility and
proprieties which are needed to continue business of any person, firm or to be
composed this company.
37. To make partnership with
any person, firm or company or to arrange for receiving dividend or any other
means, interested organization, corporation, advantage of joint venture
ownership or addition or organizing or be conducted which make advantage the
company directly or indirectly or
acquiring, seller capture by any other means or making trade by those in any
other means.
38. To come up with such a
provision with Government of Bangladesh or to any other organization,
Government or semi-other Government, which are concerned with the company
activity or helpful to achieve all or any objective of the company and to
receive so type to right, advantage and assistance from any other organization
which company thinks necessary for its government, practice and other
initiatives.
Contd. P/5
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39. To
open offices of company at any place in Bangladesh
or outside Bangladesh
whether the company think fit and closing of the same.
40. To
provide advance to so type of persons, firm or company by so terms and
conditions if those are deemed fit and proper or to provide advance as
guarantee of supply of products or goods to the company or to execute any type
of contract or to such person or receiver /purchaser who have transaction with
the company.
41. To
receive credit followed by so terms and conditions which directors of company
deemed fit or to increase loan at any time and to create mortgage for making
guarantee of providing security of repayment of dues to mortgage party of party
or future jurisdiction or present non-requisitioned capital of company
temporarily or issuing and giving of promissory note, exchange not, exchange
letter, issuance, payment or endorsement on behalf of the company and generally
taking credit in recognized mutual condition
among credit-provider or directors.
42. To
write, preparation, making approval, paying discount, execution and issuance of bill of exchange, promissory
note, bill, bearer cheque, letter of authorization or any other transferable or
exchangeable documents.
43. To
trade which is profitable directly or indirectly in favour of company and be
allowed to form company or to purchase, contain security or any other company
share which has fully or partly similarity with objective of company or
acquiring with any other means.
44. To
sell partly or fully right of company in exchange of contribution and fixed
conditions as per decision under taken to the general meeting of the company or
outlining or transference through any other means.
45. To
provide remuneration for execution of activity of formation of company or
presentation to execute any contract or in exchange of that which will be
provided in future or to save any person or firm or company.
46. To
purchase financial security at any amount which is not needed presently for the
activity of company (But that should not be share of company concerned) or to
make trade or to invest where they think fit any process and deduction increase
or winding up that investment.
47. To
make donation or subscription for the purpose of operating welfare and
religious activity to any charitable organization.
48. To
act as owner, representative, sauce or as any other existence or representative,
contractor or through source or to execute jointly with any other or others to
implement objectives mentioned above at any part of the world.
49. To
make so type of trade and commerce, which will facilitate in achieving any or
all objectives of the company.
50. Distribution
of assets and allied among members of company through currency or goods.
(d)
Liabilities of members are
limited.
(e) The authority share capital of company
are Taka 3,00,00,000.00 (Three crores) which are divided into general share of
3,00,000.00 (Three Lac) each of taka 100.00 (One hundred). The share capital of
the company can be extended temporarily and dividing into different section as
example, advance-share, post-share, conditional or conditions which will be fixed
by the company at reduced price or mentioned and share diving together.
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Companies Act
“18” of the year 1994
(Private Company Limited by Shares)
ARTICLES OF ASSOCIATION
OF
MACCA MULTI LAYER LTD.
Weather are not prejudice or contradictory the objectives concerned and
issues then:
“Act” means the company Act of the year 1990.
“Special Decision” and
“Additional Decision” means will understand which meaning has been provided of
the Act.
“Company” means “MACCA
MULTI LAYER LTD.”
“Directors” will be means
Board of Director of the Company concerned.
“Chairman” means the
Managing Director of the Company concerned.
“Office” means the
registered office of the company concerned.
“Registry Book” will mean
members register book kept under clause 34 of the Act.
“Registrar” means Registrar
of Joint Stock Companies of Bangladesh
“Dividend” means “Bonus” or
additional dividend incorporated.
“Mont” means month in the English Calendar.
“Seal” will be meant the
seal with name of company.
“Representative” will be
understood that legally appointed power of attorney has been incorporated.
“In written” and “Writing”
will means by printing press or by means of any machinery words have been
written or by any equipmental means words have been written, Mentioning “Sex”
to the document will means both sex man and woman.
SCHEDULE – 1
2. Which procedures have been incorporated to the schedule “1-A”
of the company Act. of the year 1994. Which how much can be applicable in terms
of private limited liabilities company that will be applied on the basis of
changing of future amendment of Articles of Association of the Company.
PRIVATE COMPANY
3. The Company will be
deemed as private Company to the explanation of rule number (TA) of Claus 2(1)
of the Company Act. of the year 1994 and considering the situation the
following rules will be applicable:
A) The
invitation will not be issued to people for the purchase of receiving share and
debenture of this Company.
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B) The
members of member of Company will be limited within 50 (fifty) persons, ofcurse
employees of the Company would be beyond of it. Provided that. Whether one more
persense are owner of one share jointly then the one more persons will be
entitled as one member.
D) Only
rights of share can be transferred as per rule mentioned to the Articles of
Association concerned.
4. The authorized share
capital of the company are taka 3,00,00,000.00 (Three Crores) which are divided into general share
of 3,00,000.00 (Three Lacs) each of taka 100.00 (One hundred).
5. The share of the
company will be under jurisdiction of director and will allocate as per
decision adopted in the meeting of Board of Directors.
6. The share seeker
persons will apply mentioning their full name, address and profession etc. and
this sort of statement will be recorded to the register of members until it
will not be informed in written to the company, name, address recorded to the
register book will be used in each concern of the company and members will be
responsible not sending change of address because of that dividend are not
being sent.
7. Shares can be
registered in the name of one or one more person, limited company and in the
name of other joint venture organization. But shares will be not be registered
as joint receiver of share more than four persons.
8. The requisitioned price of share or payable installment the joint
allotted single or jointly can be bound to pay.
DIRECTION PRICE OF SHARE
9. Certificate of rights of share with
seal and signature of chairman and managing director will be distributed.
10. Share certificate can be issued whether
any certificate is lost, destroyed or be thinned, but in the circumstances for
each share Taka 5.00 (Five) after giving witness and expected compensation of
directors and or missing advertisement of share certificate has to be paid.
11. He will be provided share certificate
whose name would be written first among registration of share to two or more
persons.
12. The place, date and time to be deposited
requisitioned money of share giving a 14 days notice minimum will be informed.
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FORFEITATION AND PROMISE KEEPING LIEN
13. When share of anybody will be forfeited
then that share before forfeitation to the register to whose name that was
registrar, to that place of registry book mentioning this sort of forfeitation
notice has to be served to the person concerned, provided that for any defect
of concerning providing notice and recording to the register book there will
not be exception of decision of forfeitation.
14. The company will be allowed to keep first
and permanently to keep lien on share of each member recorded to the share
registry book, but not for full paid share. Whether any other decision is not
taken to say registration of share transfer will means the dividend provide by
company to share and profit is included with dividend and after registration of
share transfer the right of company to make lien is counted as intentionally be
abandoned.
15. The company will be empowered to be sold
or forfeited and to issue further or dividend or profit or coordinated profit
of both will be valid so long the company will not express any notice
expressing cancellation. The company will apply this sort of power on the basis
of 14 days notice whether members fail to repay that credit and responsibility.
16. After forfeitation or completion selling
over the right of remaining lien on share or selling share the Board of
Directors mentioning member of share will record name of purchaser to the
register. With reference to application of price of purchase no diffense will
be done in order to unrule and illegality, whether loss is done for selling
reason then he can be allowed to solicit compensation against the company.
TRANSFER AND TRANSFORMATION OF SHARE
17. By the approval of directors any number
of share any member can be transferred to his son, daughter, brother, father or
wife, husband or to the heirs.
18. After death of shareholder generally the
right of share will be transferred to legal heirs and representative of dead
person and company will not recognize the executive representative or
administrator of the dead person rightful to the company share without proof
beyond doubt.
19. The share of company can not be
transferred to any body except embedded rule 20 and 22 mentioned above to the
Articles of Memorandum concerned until the directors will be intended to
purchase share with the fixed price by directors of Company.
20. Not more then taka 10.00 (Ten) will be
paid for transfer each share and if necessary to be deposited earlier before
the registration.
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21. The transfer book and members register
book can be closed after publishing advertisement in the new paper if directors
consider it totally below 45 days in a year and not more than 20 days consequently.
22. The company will only approve the
executive and administrator of dead members as rightful person of share. On
behalf of dead person his executive and administrator on the basis of will of
company taking letter of will or letter of administration from court of law,
which has been given legally. Of course on the basis of giving
compensation letter whether the company
wish, can approve the executive and administrator of dead person except
arrangement letter of will and letter of administration.
23. Whether children or mad person become
owner of dead members legally then taking proof from their guardians and
bringing promise of abiding by rules of company directors will be allowed in
making registration of transfer of share.
24. Any member among members of directors
expects member share partly or wholly to be sold or be transferred, but be
unable to purchase or un selling to purchase that can be sold otherwise.
INCREASE AND DECREASE OF CAPITAL
25. Whether is needed for the business interest
of the company and if directors think fit, can be awarded loan in any amount
from any source at any time. The directors will be recognized to abide by any
type of condition or rule if they think favorable for the purpose of taking
loan or repayment.
26. On the
basis of this credit Directors can be formed debenture distribution found and
making guarantee of repayment credit can approve, receive or be prepared any
commercial bill and others and if necessary can fully of it’s deposit and
present balance of company or future requisitioned property kept among this
asset will be deemed as included. As guarantee of repayment and responsibility
of total credit or part of it movable or immovable property can be mortgaged or
credited. On the basis of approval of directors on behalf of company only
director or member which sort of credit will receive that will be considered to
be imposed over the Company. To this extent no director or member can not be
responsible singly or jointly.
