THE COMPANIES
ACT, 1994
(ACT XVIII OF
1994)
A PRIVATE
COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
…………………. LIMITED
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
(A PRIVATE COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
………………………
LIMITED
I.
The name of
the Company is " ………………..
LIMITED "
II.
The
Registered Office of the Company will be situated in Bangladesh.
III.
The objects for which the Company is
established are all or any of the following
(all the object will be implemented after obtaining necessary permission
from the Government/concerned
authority/competent authority
before commencement of business):
1. To run
and carry on Oil Filling station petroleum station for distribution of fuel
oil, octane, petrol, diesel to all type of vehicles, engine and Gas station for
CNG Gas filling and re-fuelling. To set
up and run CNG conversion and repair workshop, automobile repair workshop,
production of body of vehicles including plastic fiber body for CNG auto Rickshaw. To set up and run the workshop for assembling auto
mobile, motor cycle, auto Rickshaw, car bus, van, minivan, covered van, truck,
lorry, To import machineries, equipments, Gas cylinder apparatus for running up
CNG Gas filling station, CNG conversion workshop, assembling plant, automobile
workshop and any other factory or workshop as deem fit by the Company.
2. To acquire, purchase, take on lease or in exchange or otherwise, acquire movable immovable property, patents, license, technical know-how, right or privilege which the company may think fit, necessary or convenient for the purpose of its business including purchase of any existing CNG filling station and to construct, maintenance and alter any building or works necessary or convenient for the purpose of the Company. To manufacture, purchase, sell, export and deal in petroleum oil and other petrochemical products, natural gas and to manufacture compound diesel oil, lubricant oil and other petroleum product and to conduct such other business as may be incidental and necessary thereto.
3. To carry
on the business of purchasing, receiving, supplying, selling, buying,
importing, exporting marketing, trading, dealing in wholesale or retail,
sub-dealing, storing, stocking, processing, compressing, bottling, blending,
dispatching, transporting, conveying, shipping, bulk-breaking, break-bulking,
producing, refining, manufacturing and dealing in compressed natural gas,
liquefied petroleum gas, mobile, engine oil, break oil, all kinds of
lubricants, naphtha, gasoline, gas oil, kerosene, fuel oil, base oil, asphalt,
octane, petrol, diesel and other similar hydrocarbon materials.
4. To
carry on business of manufacturing, producing, buying, selling, disposing and
dealing of all the residual products and by product resulting from the
producing, refining and manufacturing of compressed natural gas, liquefied
petroleum gas, edible oil from crude oil, gasoline, octane, petrol, diesel
& kerosene, gas oil, fuel oil, base oil, Mobil, engine oil, gear oil, brake
oil, all other lubricants and other similar hydrocarbon materials. To promote or form any company or companies for the
purpose of acquiring all or any part of the property and rights and of
undertaking any of the liabilities of the company or undertaking any business
of operations or for any other purpose which may assist or benefit this company
or to acquire and undertake the whole or any part of the business or property
of the person or companies by legal means.
5. To
own, purchase or otherwise acquire, import, export otherwise dispose of or deal
in any manufacture, plants, machinery, appliances, tools, supplies, materials
and any other property of any nature whatsoever, suitable, convenient or
necessary for any of the purposes aforesaid, or which may be used in connection
therewith, and to establish agencies and warehouses for the storage, sale,
distribution and export/ import of said products, as incidental to the carrying
on of any such business and in connection therewith or of a part thereof or to
car, on any business, trade or occupation necessary, convenient or useful,
thereto, or which is customarily, carried on by persons engaged in the LPG /
CNG terminal and marketing business and industry. To
import, export, purchase, supply, sell, trade, store, stock, dispatch,
distribute, transport, ship, produce, manufacture, lease and deal.
6. To
establish branch offices, sub-office, Display & Sales Center inside the
country or abroad for conducting the business. To carry on the business of all
types of Tire, Tube of Vehicles, indent, import, export and marketing. To carry on the business of lease, hire purchase
basis of Rent-A- Car Service, automobile, auto cars, assemblers and any other
business related to auto vehicles on present process or metro systems. To purchase or otherwise & operate buses,
trucks, lorries, mini-buses, taxi cabs, motor cars or automobiles motor
vehicles, water transport vehicles of any description for the purpose dealing
in transport business. To carry on the business of exporters, importer,
supplier and buying of car, bus, micro bus, pick up vans, CKD (Dock down
position) vehicles, assembling, parts machineries, tools.
7. To
carry on the business as traders, exporter, importer, buyers, sellers,
distributors, indentures of all types of Transport as Taxi Cab, Car, Truck,
Minibus, Bus, A/C Bus, A/C Car, 4 stroke C.N.G. Auto-Rickshaw, Tractor, Crane,
Container Mover, Wagon, Lorry, Jeep or any other vehicles/Automobiles and all
kinds of Automobile spare parts. To do business as Automobile Sales &
Services, Commission Agents and any kinds of commodity goods or services in
Bangladesh. To convey passengers and goods between such places as the Company
may from time to time determine and acquire such ships, launch, steamer, barge,
cargo, sea truck & boats and materials as may be required for the above
purposes.
8. To attain the business objectives company may enter into
partnership, Joint-Venture, take over or Amalgamate with any other company and
also to take Loans from Bank/other Financial Institutions in such a manner as
may company thinks fit.
9. To mortgage the property and assets of
the company as securities for loans and/or any credit facilities to be given to
any associate company or companies or third party and also to give guarantee securing
liabilities of such associate company or companies and/or third party.
IV.
The liability of the members of the Company is limited
by shares.
V. The Authorized Share capital of the Company is Tk. 30000000 (Three Crore) only divided in 300000 (Three Lac) ordinary shares of Tk. 100 (One Hundred) only each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares.
We the several Persons whose names,
addresses and descriptions are subscribed below are desirous of being formed
into a Company in pursuance of the 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.
|
Sl. No |
Name, Addresses, Descriptions & Nationality of
the Subscribers. |
Number of
Shares of the Subscribers |
Signature of Subscribers |
|
01. |
Name: ……………… Father’s Name: ……………… Mother's name: ……………… Address: House: ………………., ….
Dhaka-1216. Date of birth: 09-02-1986 Phone:
……. TIN: ……………… E-mail: ……@gmail.com NID: ………………
Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√
|
|
02. |
Name………….. Father’s Name: ……………… Mother's name: ………………. Address: …………..: ………., ……, Section…………………….. Date of birth: ……… Phone:………… TIN: ………… E-mail: ……….@gmail.com NID: ……….. Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√
|
|
03. |
Name………….. Father’s Name: ……………… Mother's name: ………………. Address: …………..: ………., ……, Section…………………….. Date of birth: ……… Phone:………… TIN: ………… E-mail: ……….@gmail.com NID: ……….. Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√
|
|
04. |
Name………….. Father’s Name: ……………… Mother's name: ………………. Address: …………..: ………., ……, Section…………………….. Date of birth: ……… Phone:………… TIN: ………… E-mail: ……….@gmail.com NID: ……….. Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√
|
|
05. |
Name………….. Father’s Name: ……………… Mother's name: ………………. Address: …………..: ………., ……, Section…………………….. Date of birth: ……… Phone:………… TIN: ………… E-mail: ……….@gmail.com NID: ……….. Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√
|
|
|
Total= |
……….. (Twenty Five Thousand) Shares |
|
Witness
1: Witness
2:
THE
COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES
OF ASSOCIATION
OF
……………………… LIMITED
PRELIMINARY
1. The
regulations contained in the schedule-1 of Companies Act of 1994 shall apply to
this company with respect to such provision as are applicable to Private
Limited Companies so far only as they are not negative of modified by following
articles or any other articles that may from time to time be framed by the
Company in a General Meeting or by the statute.
INTERPRETATION
2. In
these presents unless there be something in the subject or context inconsistent
therewith: Company means ………………… LIMITED Act
means the Companies Act. 1994 as amended from time to time with such statutory
modification as may be made from time to time. Office means the registered
Office for the time being of the Company. Directors mean the Directors of the
board of directors of the company for the time being. Managing Director means
the Managing Director appointed as such of the Company for the time being. The
chairman means the chairman of the Company appointed as such for the time being.
Seal means the register of Members to be kept in pursuance of the Company. The
register means the register of members to be kept in pursuance of the companies
act. Dividend includes bonus. Month means calendar month according to English
Calendar. Year means Calendar year.
3. Special Resolution and Extraordinary Resolution have the meanings assigned thereto respectively by the Companies Act. 1994. Proxy includes Attorney duly constituted under a power of attorney. In writing and Written includes printing, lithography and other modes or representing or reproducing works in a visible form. Words importing the masculine gender only include the feminine gender. Words importing persons include Companies, Corporations. Words importing the singular number only include the plural number and vice versa.
PRIVATE COMPANY
4. The
Company is a Private Limited company within the meaning of section 2 (1) clause
(Q) of the Companies Act, 1994 and accordingly the following shall apply- i) No
invitation shall be issued to the public to subscribe for any share, debenture
or stock of the Company. ii) The number of the members of the company
(excluding of persons in the employment of the company) shall be limited to 50
(fifty) only provided that for the purpose of this provisions when two or more
persons jointly hold one or more shares in the Company they shall be treated as
a single member. iii) The right to transfer of shares in the Company shall be
restricted in the manner and to the extents hereinafter appearing.
BUSINESS
5. The business of the Company shall
be commenced from the date of incorporation of the company.
SHARE CAPITAL
6. The
Authorized Share capital of the Company is Tk. ………… (…………..) only
divided in …….. (……………) ordinary shares of Tk. ……. (BDT ……………….) only each.
7. The
share shall be under the disposal and control of the Board of Directors who
will allot or dispose of or otherwise the shares according to the decision
taken at a meeting of the Board of Directors.
8. Every
person while applying for shares in the Company shall specify his or her name,
address and occupation to be entered in the Register of Members. Such address
shall be deemed for all purpose to be his or her place of residence and the
Company shall not be responsible to any member for non-receipt of notice, non
payment of dividends or for other matter due to any change of address of such
member unless the change of address of such member is notified to the company
in writing.
9. The
joint holder of shares shall be jointly as well as severally liable for payment
of all calls and installments due in respect of such shares.
10. No
person shall be recognized by the Company as a holder of any shares upon any
trust and the company shall not be bound to recognize any equitable contingent,
future of partial interest in any shares or any interest in any fractional part
of share (except only as by these presents otherwise expressly provided) any
other right in respect of any shares and absolute right to the entity thereof
in the registered holder.
11. The
forfeited shares may be sold or otherwise disposed of in such manner on such
terms and conditions as the Directors may think fit.
12. The
directors may form to time make such calls as they think fair upon the members
in respect of all moneys unpaid on the share held by them respectively and not
to be the condition of allotment thereof made payable at fixed time and each
member shall pay the amount of every call so made on him to the persons and at
the time and places appointed by the Directors. A call may be made payable by
installments and interest may be charged against defaulters.
SHARE CERTIFICATE
13. The
certificate or title to shares and duplicate thereof when necessary shall be
issued to the members under the Common seal of the Company and shall be signed
by the Chairman & Managing Director of the company.
14. If a share certificate is lost,
destroyed or defaced it may be reissued on payment of a fee Tk.5.00 (Taka Five) only
and on such evidence being produced and such indemnity, if any, being given as
the Directors shall require.
TRANSFER AND
TRANSMISSION OF SHARES
15. With
the approval of the Board of Directors any share may be transferred at any time
by a member to his/her son, daughter, brother, father, mother or to his wife or
her husband and also to other lineal descendants or to nominees. The instrument
of transfer of any share shall be in writing in the form prescribed by the
company as having any title to such share.
16. The
legal heirs and/or legal representatives of a deceased shareholder of a share
shall be the only persons recognized by having any title to the share. In the
case of a share registered in the names of two or more Share Holders the heirs
survivors or the legal representatives of the deceased shall be the only person/persons
recognized by the company as having any title to such share.
17. Any
person becoming entitled to a share in consequence of the death or insolvency
of a member shall upon such evidence being produced as may from time to time be
required by the Board of Directors have the right either to be registered as a
member in respect of the share as the deceased or insolvent persons could have
made but the Board of Directors shall in either case have the same right to
decline or suspend registration as they would have had in the case of a
transfer of the share by the deceased or insolvent person/persons before the
death or insolvency if the heirs/survivors or legal representatives failed to
produce or fulfill the requirements of the Board of Directors.
18. Subject
to the provision of Articles 13 &14 above the shares in the company shall
not be transferred to any person so long as the Board of Directors are willing
to purchase the same or so long as a member or any other person selected by the
Board of Directors as one whom it is desirable in the interest of the Company
to admit to membership is willing to purchase the same at a reasonable price
fixed by the Board of Directors. In case of any dispute in price it may be
referred to the company’s auditor whose decision in fixing the price shall be
final.
19. The
Directors may decline to register any transfer of shares to any person or
persons whom they do not approve and for any reason which may approve and for
any reason which may appear to them just and proper and the Directors need not
disclose or assign any reason for their refusal to register any transfer of
shares.
20. 20. No transfer shall be made to a minor, a partnership firm, or a person of unsound mind.
LIEN
21. The Company shall have a lien on all shares (not being fully paid up shares) for all money whether presently payable or not called or payable at a fixed time in respect of those shares. The Company shall also have a lien on shares other than fully paid up shares standing in the name of a single member for all moneys payable by him to the company. But Board of Directors may at any time declare any share to be wholly or in part exempt from the provisions of this article. The company’s lien shall be exempted to all dividends payable thereon.
BORROWING POWERS
22. The Managing Directors with the approval of the Board of Director may, from time to time borrow from any source any sum of money required for the purpose of the Company and secure the payments of such money so borrowed in such manner and upon such terms and conditions in all respect as he thinks fit and in particular by the endorsing on behalf of the Company’s promissory notes, bill of exchange or giving or issuing any other security of the company or by creation of mortgage, hypothecation or charge on all or any part of the property/properties 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 loan or debts incurred by the Company with power to the Managing Director to secure the loan under his guarantee against the liability in respect of such loans by means of mortgage or charge on the company’s property movable, immovable or otherwise.
PROCEEDINGS AT GENERAL MEETING
23. The
First Ordinary General Meeting of the Company shall be held within 18
(eighteen) months from date of incorporation of the Company and thereafter once
in every calendar year at such time (not being more than 15 (fifteen) months
after the holding of the last preceding general meeting) and place as may be
prescribed by the Directors from time to time. The above-mentioned General
Meeting shall be prescribed called Ordinary General Meeting and all other
General meeting of the company shall be called as Extra-Ordinary General
Meetings.
24. Subject
to provisions of Sub-Clause 2 of Section 87 of the Companies act, 1994,
relating to special resolution at least 14 (fourteen) days notice specifying
the place, date and the hour of general meeting shall be given to the members
and in the case of special business the general nature or such business shall
be notified to the members.
25. Accidental
omission to give any such notice as mentioned in article 22 above or non
receipt of such notice by any member shall not invalidate the proceedings of
the General Meeting which may with the consent of all member called by a
shorter notice and in such manner as the members think fit.
26. The
Board of Directors or the Chairman or the Managing Directors whenever think fit
and necessary may call a General Meeting whether ordinary or Extra-ordinary at
such time and place as they think fit.
27. In
the case of an equality of votes either on a show of hands or at a poll in any
meeting the Chairman shall have a second or casting vote in addition to the
vote or votes which s/he may be entitled to as a member.
28. A declaration by the Chairman that a
resolution has on a show of hands been carried or carried unanimously or by a
particular majority of votes and an entry to that effect in the books of
proceedings of the company shall be conclusive evidence of the facts without
proof of the number or proportion of the votes cast in favour of or against
that the resolution.
29. On
a show of hands every members present in person and entitled to vote shall have
one vote and upon a poll every members present in person or proxy or by power
of Attorney shall have one vote in respect of every ordinary share held by him
or her.
31. Subject
to the approval of the Board of Directors or of the Managing Director in
writing a person may Act as PROXY who must be member of the company.
32. A person entitled under the transmission clause to the transfer of shares may vote at any General Meeting in respect thereof the same manner as if he was the registered holder of such shares provided that at least 78 hours before the time for holding the meeting or adjourned meeting as the case may be at which he propose to vote he shall satisfy the Directors or the Managing Director about his right as transferee of shares unless the Board of Directors or the Managing Director shall have previously admitted his/her right to vote at such meeting in respect thereof.
QUORUM (AGM)
33. 3 (Three) Directors present in person and entitled to vote will form a QUORUM in any General Meeting.
DIRECTORS
34.
Until
otherwise determined by the Company in General Meeting the number of Directors
shall not be less than 2 (Two) and not more than 50 (Fifty). The following
persons shall be the first and permanent Directors of the Company unless any
one of them voluntarily resigns the said office or otherwise removed their from
under the provisions of Section 108(1) of the Companies Act, 1994.
1.
………………
2.
………………
3.
………………
4.
………………
5. ………………
QUALIFICATION SHARES
35. The
qualification of Directors other than employee/Executive Director or Technical
Director shall be the holding in his or her own name alone at least 1(one)
ordinary Shares of Tk 100/- each and not jointly with any others. The Directors
shall be entitled to appoint alternate directors as per provision in the
Companies Act.
36. The
Board of Director shall have power at any time and from time to time to appoint
any other qualified person or persons as Employee/Technical Director or
Executive Directors may be appointed for a fixed period of time on such
remuneration as may be decided by the Board of Director or Directors at any
meeting of the Board or Directors. The number of such Directors so appointed
shall not be within the minimum and maximum fixed for number of the Directors
in the articles.
DISQUALIFICATION OF DIRECTORS
37. The
Office of Director shall be vacated if vacated if any Director a) Fails to
obtain share within the time specified under Section 97 (1) of the Companies
Act. 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 an offence of moral turpitude,
or e) Voluntarily resigns from the Company. f) Absents himself from attending
three consecutive meeting of the Directors or from all meeting of the directors
for continuous period of three months whichever is longer without leave of
absence from the Directors.
38. Unless
otherwise decided by the Company in a General Meeting each Director shall
receive by way of remuneration a sum of Tk. 100/- or decided by the Board of
Directors for every meeting of the Board of Directors attended by him or her
together with such traveling and other expenses as may be incurred by the
Directors for attending such meeting.
39. If
any Director is called upon to perform any extra service or to make any
effectual services for any purpose of the Company, the Company may remunerate
the Director for so doing either by a fixed sum or by a percentage on the net
profit of the net profit of the Company or both as may be determined by the
Company in General Meeting and such remuneration should be in addition to the
remuneration as provided in article 36 above.
QUORUM (Board Meeting)
40. 3(Three) Directors present in person and qualified to vote
shall form a Quorum in any general meeting. Whenever the Board of Directors
think it necessary, it may call a Board Meeting, whether ordinary or
extra-ordinary at such time (subject to the provisions of Section 84 of the
Act) and place as the Board thinks fit.
POWER OF DIRECTORS
41. The
control of the company shall be vested in the Directors and any business of the
company shall ordinarily be managed by the Directors who may pay all expenses
incurred in getting up and registering the Company and may exercise all such
powers of the company as are not forbidden by the Companies Act 1994 or any
statutory modification thereof for the time benign force by the articles
required to be exercised by the Company in General meeting subject,
nevertheless, to any regulations being not inconsistent with aforesaid regulations
or provisions as may be prescribed by the Company in General Meeting shall
invalidate any prior act of the Directors which would have been valid if the
regulation had not been made.
CHAIRMAN
42. ……………….. shall be the first Chairman of the company
and The Chairman of the Company who shall preside over all the meetings of the
Board of Directors and shareholders. The Board of Directors shall fix the
remuneration of the Chairman from time to time. The tenure of the Chairman of
the company shall be a period of 5 (five) years.
MANAGING DIRECTOR
43. ……………. shall be the first Managing Director of the company and he shall hold
the office for a period of 5
(five) years until he resigns voluntarily or becomes disqualified under
the provisions of the Companies Act, 1994.
44. The managing Director for rendering effective service of the company shall receive remuneration at the rate and in the manner to be decided by the Board of Directors from time to time. The Board of Directors may also fix the remuneration of other Directors.
45. For
the services to be rendered by the Managing Director he shall receive such
allowances and remuneration as will be determined by the Board of Directors
from time to time.
46. The
Managing Director shall have the following powers that is to say: (a) To manage
all concerns and affairs of the company to appoint employees, officers agents,
organizers, experts, scientists, engineers, technicians, day labors, servants
and others for the purpose of the company and remove or dismiss them and
appoint others for the purpose in their place and to pay and allow to be paid
to employees as aforementioned such salaries, commission, wages or other
remuneration’s he deems fit and proper and in particular to sanction and spend
preliminary expenses of the company with the approval of the Board of
Directors. (b) To borrow or raise any
sum of money by loan or otherwise on mortgage or such securities, terms as he
may deem fit and execute, sign and seal or deliver all necessary documents or
do any other act on that behalf of the company with the approval of the Board
of Directors. and
47. (c) To purchase or otherwise acquire for the company any property, rights and privileges on behalf of the company at such price and generally on such terms and conditions as he thinks fit subject to the approval of the Board. (d) To sign cheques, drafts, certificates and other documents on behalf of the company: (e) To execute and sign in the name of the company all such deeds and things as are necessary for the company. (f) To purchase, sell, exchange or otherwise dispose of absolutely or conditionally any property for the purpose of the company. (g) To enter into all such negotiations and contracts and verify such contracts and execute and verify all such acts and deeds in the name and on behalf of the company. (h) To enter into agreement with any Bank/Banks or financial institutions and sign and execute relevant documents in the name and on behalf of the company.
VOTE OF MEMBERS
48. On
a show of hands every member present in person shall have one vote. On a poll,
every member shall have one vote in respect of each share or each hundred taka
of stock held by him. In case of joint-holders, the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the vote of the other join-holders; and for this purpose seniority
shall be determinate by the order in which the name stand in the register of
members.
49. A
member of unsound mind, or in respect of whom an order has been made by any
court having jurisdiction in lunacy, may vote whether on show of hands or on
pool, by his committee or other legal guardian, and any such committee or
guardian may vote by proxy. No member shall be entitled to vote at any general
meeting unless all call or other sums presently payable by him in respect of
his holding of shares in the company has been paid. On a poll, votes may be
given either personally or by proxy, but a member company shall not vote by
proxy so long a resolution of its directors in accordance with the provisions
of the section 86 of the company Act, 1994, is in force.
50. The instrument appointing a proxy shall be in writing under the hand of appointer or of his attorney duly authorised in writing, or if the appointer is a body corporate either under the common seal or under the hand of an officer attorney so authorised. The instrument appointing a proxy and the power of attorney or other authority, if any under which it is signed, or notary certified copy of that power or authority, shall be deposited at the register office of the company not less than forty – eight hours before the time for holding the meeting at which the persons to vote and in default the instrument of proxy shall be treated as valid.
BANK ACCOUNT
51. The company shall open Bank Account (s) Current, Overdraft, Cash Credit, Hypo, LIM, Pledge, STD, Savings A/C etc. with any Commercial Bank/Banks in Bangladesh in the name of the Company which shall be operated by Singly the Chairman or the Managing Director & as decided by the Board of Directors from time to time.
DIVIDEND AND
RESERVE
52. The
company in general meeting may declare dividends, but no dividends shall exceed
the amount recommended by the directors. When a dividend is declared, it shall
be paid within two month from the date of its declaration. The dividend has
been lawfully adjusted by the company against any sum due to it from the
shareholder. The directors may form time to time pay to the members such
interim dividends as appears to the directors to be justified by the profits of
the company. No dividend shall be paid otherwise than out of profits of the
year or any other undistributed profits. If several persons are register as
joint- holders of any shares, any on of them may be give effectual receipts for
any dividend payable on the shares. No dividend shall bear interest against the
company.
ACCOUNTS AND
AUDIT
53. The Directors shall cause to be kept proper books of account with respect to:- All sums received and expanded by the Company and matters in respect of which the receipts and expenditure. All sales and purchases of goods and services by the Company. The assets and liabilities of Company. The books of account shall be kept at the registered office of the Company or at such place as the Directors shall think suitable and shall be open to inspection by the Directors during business hours.
54. The
directors shall from time to time determine whether and to what extent and at
what times and places and under what conditions or regulations the accounts and
books of the company or any of them shall be open to the inspection of members
not being directors, and no member not being a director shall have any right of
inspecting any account or book or document of the company except as conferred
by law or authorised by the directors or by the company in general meeting.
55. The
directors shall in all respect comply with the provisions of sections 181 to
191 of the Companies Act 1994. Once at least every year the accounts of the
Company shall be examined and the correctness of the profit and loss account
and balance sheet ascertained by one or more Auditors appointed for the purpose
and the provision of section 210 to 213 of the companies Act 1994. The company
in general meeting shall fix the remuneration of the auditors except that they
fix the remuneration of any auditor appointed by the Board of Directors.
NOTICE
56. When
a notice is sent by registered post, service of the notice shall deemed to be
effectual by properly addressing, prepaying and posting a letter containing the
notice and unless contrary is proved to have effect at the time which the
letter would deliver by post and Regulation no 113 to 117 of schedule shall
apply.
ADVISOR
57. The
Board of Directors may from time to time appoint any suitable and acceptable
person(s) as Advisor of the Company and fix up his remuneration.
ANNUAL RETURNS
58. The
company shall comply with the provision of Section 36 of the Companies Act,
1994 as the making of annual returns.
SECRECY
59. The
Chairman, Managing Director, Director, Advisor, Manager, Secretary, Auditors,
Accountants, Officers, Agents or other person employed in the business of the
company shall have to observe strict secrecy respecting all matters which may
come to his knowledge in the discharge of the duties when required to do so by
resolution of the company or by court of law or where the person connected is
required to do so in order to comply with any provision of the law or in these
presents.
INDEMNITY
60. Subject
to the provision of section 102 of the company act, 1994, the Managing Director
and Directors, Officer, Servant shall be indemnity by the Company for all
losses and expenditure incurred by him or them respectively in or about the
discharge of their duty except their willful Act, neglect or default and shall
be the duty of the directors to pay out of the fund of the company in cash all
losses and expenses which the Managing Director or any other directors,
officers or servants may in any way incur in the discharge of his or their
duties and the amount for which indemnity is provided shall immediately attach
a lien on the property of the company and have priority over all claims.
ARBITRATION
61. If
and whenever any difference shall raise between the Company and any of the
members of their representative touching the construction of any of the Article
herein contained or any Act. matter or thing mad, done or omitted in regard to
the rights and liabilities arising hereunder or arising out of the regulation
existing between the parties by reasons of these presents or of the statutes or
any of them, such difference shall be forthwith referred to two Arbitrators,
one to be appointed by each party and difference to an Umpire to be chosen by
the Arbitrators before entering on the consideration in accordance with the
provisions of the Arbitration Act, 2001.
WINDING UP
62. It
the company shall be wound up, the surplus assets shall (subject to any rights
attached to special class of shares forming part of the share capital for the
time being of the company) be applied first in the payment of the capital paid
up on the ordinary shares and the excess (if any) shall be distributed among the
members holding ordinary share in proportion of the member of ordinary shares
held by them respectively at the commencement of the winding up.
63. With
the sanction of an extra – ordinary resolution of the members any part of the
assets of the company including any shares in other company or companies may be
divided among the members of the company in specie or may be vested in trust
for the benefit of such members and liquidator of the company may be closed and
the company dissolved, but no members shall be completed to accept share
whereon there is any liability.
We, the several Persons whose names, addresses and descriptions are subscribed below are desirous of being formed into a Company in pursuance of the Articles of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names.
|
Sl. No |
Name, Addresses, Descriptions & Nationality of
the Subscribers. |
Number of
Shares of the Subscribers |
Signature of Subscribers |
|
01. |
Name………….. Father’s Name: ……………… Mother's name: ………………… Address: ……………………….. Dhaka-…………… Date of birth: ………….. Phone:
…………… TIN: ………………. E-mail: ………….@gmail.com NID: ……………………..
Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√ |
|
02. |
Name………….. Father’s Name: ……………… Mother's name: ………………… Address: ……………………….. Dhaka-…………… Date of birth: ………….. Phone:
…………… TIN: ………………. E-mail: ………….@gmail.com NID: ……………………..
Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√ |
|
03. |
Name………….. Father’s Name: ……………… Mother's name: ………………… Address: ……………………….. Dhaka-…………… Date of birth: ………….. Phone:
…………… TIN: ………………. E-mail: ………….@gmail.com NID: ……………………..
Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√ |
|
04. |
Name………….. Father’s Name: ……………… Mother's name: ………………… Address: ……………………….. Dhaka-…………… Date of birth: ………….. Phone:
…………… TIN: ………………. E-mail: ………….@gmail.com NID: ……………………..
Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√ |
|
05. |
Name………….. Father’s Name: ……………… Mother's name: ………………… Address: ……………………….. Dhaka-…………… Date of birth: ………….. Phone:
…………… TIN: ………………. E-mail: ………….@gmail.com NID: ……………………..
Nationality: Bangladeshi |
5000 (Five Thousand) Shares |
√ |
|
|
Total= |
25000 (Twenty Five Thousand) Shares |
|
kkkkkWitness 1: Witness 2:
Name Name : (………………..) Name :
(…………………)
A dA Address: ……………… Address:
……….
………………………… …………………
……………. ……………….
Phon Phone:
…………….. Phone : ……………….
aea fsc
21.
20.
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