The Companies Act, 1994 .............LIMITED A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION ................... LIMITED I...... rules or regulations: =================================================== OPTION 01: . III........... FOR TOURISM BUSINESS 1..... The objectives for which the company is established are all or any of the following provided that permission/approval/license from the Government or its appropriate agency and the concerned local government authority shall be obtained wherever it is so required by law......... .......... ................ 1994 (Act XVIII of 1994) A Private Company Limited by Shares Memorandum of Association Of .............. To promote Bangladesh as a global tourist destination and to attract tourists to the country from all over the world and to provide all lawful services and facilities to the tourists... LIMITED... II..... The Registered Office of the Company will be in Dhaka.............. 2....The Companies Act...... The name of the Company is . To provide information to tourists and tour operating companies across the globe about events and places of interest in Bangladesh and about available facilities and to develop and offer tour packages to them. own. To obtain license from Bangladesh Bank to deal in foreign exchange to facilitate tourism. Duckery. set up. presents. posters. circulars. Dairy. Fish Hatchery. 5. prizes and donations and also by such other means of making known nationally and internationally as may seem expedient including advertisements through internet and website. To promote domestic tourism in Bangladesh as well as outbound tourism from Bangladesh and provide all services to them including services abroad through partner companies or branch offices as may exist in future. operate and run tourism related facilities in various parts of Bangladesh including but not limited to. guesthouses. catalogues. FOR AGRO-BASED INDUSTRIES 1.3. Agriculture . 7. Poultry farming. 4. To adopt such means of making known the products and services of the Company or goods and articles dealt in by the company as may seem expedient such as by advertising. resorts and any other type of accommodation that may be required by or for tourists and visitors. hotels. To establish. road shows and free samples and exhibiting and granting rewards. To carry on business of Multi-purpose Agro-based complex. motels. 6. Fisheries. To set up and operate travel agencies and carry ticketing and all other related businesses and also to enter into agreements with foreign airlines to run their online and off line GSA or PSA in Bangladesh. hire. show-cards. Poultry Feed. ==================================== OPTION 02: . carp and prawn Hatchery. To carry on the business of: a) Quality fish production. dry-fish and preservation and processing of shrimps and other fishes of both fresh water and Sea water. Import. hatcheries and marketing of fish. Vegetables seeds & Water-melon seeds and other seeds business. g) Agriculture Farming: . import and export of Cows and Calves and make provision of their breeding. Chocolate & Candy.farming. Goat. Prawn. Shrimp. d) Dairy Farming: Dairy Farming. Milk Processing. Nursery. Nursery. Cultivation of all kinds of Agro food. packaging supplying in the local markets and abroad and all kinds of concerned business. Plantation of Seeds. Corn seeds. e) Fattening Farming: Cow. Shrimp. To carry on the business of Fisheries of High Value Fish. Establishment of Poultry hatchery. rice seeds. Cheese. 2. Hatchery. Broiler Farm. Ice-Cream. c) Fish Farming Fish Farm. Egg Processing. Hatchery. f) Poultry Farming: Layer Farm. Butter. Parent stock Farm. 3. White Fish. Export Marketing local or abroad. b) Import & Export of all kinds of agricultural seeds. Lobster & Crabs Cultivation and export of various types of fishes. Milk Powder and their by products with quality packaging. Prawn. Potato seeds. Gee. Lobster. Milk Products. Broiler Processing. sea-fishes. Hatchery for shrimp. crabs. Sheep and Buffaloes fattening and making provision for their breeding freezing. Milk Freezing. Hybrid seeds produce. Pullet raising Farm. supply and sales in the local market and abroad and to sell. selling agents. stockiest. processing of vegetables. To carry on the business of trading. shrimp. purchase. ========================================= OPTION 03: . articles and goods all description whatsoever. manufacturers. 2. merchants. 5. Marketing and sale to local market & abroad. chicks. Marketing. fish feed and shrimp feed. Establishment of packaging & canning industries for local market requirement & for exports & undertake allied industries. broker. Vegetables and Mushroom cultivation. veterinarian assistance. buy. flowers and fruits. To set up and establish a feed manufacturing plant which will produce or prepare raw material for poultry feed. vaccination. feeds from the country and abroad for proper maintains of the farm. Processing. commission agents. general order suppliers and dealers in general merchandise. exchange eggs. sell. shipping agencies/services. clearing and courier services (Section 4 & 5 of Postal Act 1898 shall be obeyed). fish. To import. wholesalers. indenters. exporters. buyers. Flower plantation and seed production. dairy feed. chicken. cattle and others. 6. To Carry on poultry breeding firm independently or in association with foreign firms in order to develop parent stock of different breeds and also carry out research activities to introduce new breeds or to improve existing breeds. Pisciculture. Horticultural Farm.Agriculture. . FOR GENERAL TRADING 1. ducks and all sorts of high-breed and feed ingredient fowls and also to procure medicine. commodities. railway agencies/services. land or water. 4. distributors. retailers. Packing. importers. To carry on the business of carries by air. To import all sorts of machinery and equipments necessary for establishment and maintenance of modern feed mills to produce feed for poultry. 7. produce and deal in treads. rubber of all kinds and to sell. rayon.3. import. cutting. textile sections and air condition grills & diffusers fabricator. zed and U sections and all sorts of aluminum/MS/SS fitting of road transport. store market and also export the same in abroad. 4. pressing. woolen and other fibrous products and the preparation. rail coach. 7. dyeing. 5. ladies and children made of cotton. buckram. processing. packing. nylon. take on lease. To carry on the business of textile. aluminum. To acquire land by purchase. thread rewinding machine. buttons interlining. tee bar. weaving. 2. fences materials for internal and overseas market and all other allied business. exchange or otherwise including commercial and residential building and to develop the same for cultivation of agriculture. perforated and plain praline. selling and otherwise dealing in cottons. yarns and synthetic fibers. window and pipe line installation. water softener. To carry on business of Steel/SS door. finishing. jute. embroidering. printing. angel. spinning. dyeing and coloring of any or all of he products mentions above or manufacture of textile and specialized textile products. buying. To carry on the business of manufacturing and dealings in all types of garments for gents. elastic products.sheet & SS sheet. button. packing and other materials used in garment industries. silk. ====================================================== OPTION 04: FOR GENERAL BUSINESS 1. vacuuming table. silk. To carry on the business of all kinds of garments made of cotton. ceiling unit. M. bailing.S. . wool. stem roller. bleaching. jute and other fibrous materials for internal and external markets and to manufacture. sizing. farm and garden like tea estate. printing. leather. To set-up establish and maintain industries for manufacturing of steam boiler. leather. stem iron. 6. thread sucking machine. storing. To carry on the business of manufacturing and dealings in all types of garments accessories. chiller. industrial compressor. electro-galvanizing and all kinds of nickel works. 7. Water filter & Dispenser. air condition. mobile phone. To carry on the business of indenting. commission agents and export. local agents. sub-agents. telephone cable. energy power light. sell and deal in and with whether as principals’ agents. humidifier. anodizing. vertical lifter.3. UPS. sole agents. LT/ST panel board. Armstrong and allied types of metal suspension system of false ceiling and interior decoration. industrial exhaust fan. 6. oven. all kinds of Boiler/ Water treatment/ Textile/ Dyeing / Lather / Plastic Chemical. To carry on the business of producer & manufacture all sorts of aluminum/Steel furniture. as business agent. 5. business manufacture. optical fiber. electric switch. indenters. buy. selling agents. electric iron. To carry in Bangladesh or elsewhere trade. . air handing unit. steel/SS sheet. water pump. stevedores. computer monitor. handling agents. all kinds of pipe. import. To carry on the business of acoustical works. furniture and sorts of allied products. PFI switch gear. motor. export. repairing. consultants. commission agents. 4. and/or to act. peripherals including electric/ electronic / digital equipment like transformer. Boiler & Burner spares. fan coil unit. selling in Bangladesh & abroad of all kinds of Aluminum/ Steel/ electrical/ electronics/ digital products. brokers for the benefit of the company. computer software. installing. cooling tower. refrigerator. To carry on the business of marketing. de-humidifier. power generator Diesel/Gas. digital camera. import. steel/SS plate. IPS. all kinds of accessories & tools. assembling. trading. buying. escalators. Garments finishing machinery. manufacturing. networking accessories. managing agents. indenting agents. electrical cable. computer. television. Marketing Agents. importer and exporter of different kinds of Electronic goods. Shipping Agent. Representatives. Contractor. To carry on business and to Act as export. spot cream. black mehedi. after shave lotion. Carrying of all and every kind of General and special products Computer.OPTION 05: FOR GENEDRAL BUSINESS-02 1. 4. General Sales Agency. washing powder. Wholesale and Distributors Dealers. oil products and by products. To carry on the business as manufacturer. exporting all types of beauty soap. tooth pest. cold cream. 7. sight-seeing with travel guide. ========================================= . General Supplier. To carry on the business of manufacturing. 3. tissue paper. 5. selling. baby soap. body lotion. hair care oil. hotel. Manufacturing. shaving cream. petroleum jelly. hair die. To buy. vaseline. lipstick. fairness soap. laundry soap detergent soap detergent powder. Export and Import of all Commercial permissible items. restaurant in home and abroad. toilet paper. 6. tooth brush. 2 in 1 soap. other edible oil. sell. hair dye and all other cosmetics items. export buy sell and service including setting up of show-room. palm oil and spices. Travel and Tour operations and all sorts of tourism related business like rent-acar. shampoo. remover. Broker. nail polish. motel. Clearing and Forwarding Agents (C & F). Stockiest and sales of any product or service of Bangladeshi Company or of any Foreign Company in Bangladesh or elsewhere. lemon soap herbal soap. Dealers. talcum powder. Indenters. coconut oil. To carry on the business of computer technology and all sorts of electronic items and to manufacture. manufacturing. training center and otherwise deal in computer & other electronic goods. Buying and selling Agent. import. distribution. snow. importing. beauty cream. buying. Commission Agents. body spray. To carry on the business of General Trading. baby oil. Distributors. anti-dandruff soap. import. assemble. To carry on the business of Travel Agency. export or otherwise deal in all kind of edible oils. baby lotion. Accessories and Network accessories and other computer and Internet related Product. 2. Exporter. bus. Merchants. Catering. To carry of import and the business of City Express Service Systems of Cab. Drinks. To carry on the business of Shopping Mall. Indentors. Marketing Agents. Gymnasium. Sports House. Table Tennis. ======================================== .OPTION 06: FOR GENERAL BUSINESS -03 1. 4. Importer. Stockiest and sales of any product. To carry on the business as Internet service on line information Media business and network Marketing plan. Car. Swimming Pool. Cafe. To carry on the business and to establish with the modern equipment of Internet service Telecommunication net work business. Proprietors of Clubs. Billiard. Distributors. 5. To carry on business and to act as Traders. Children Park. Chess. Restaurant. Hotel. Perfumes. with all sorts of internet and same nature of business which is applicable in near future 3. Shipping Agent. mini-bus and auto-rickshaw. Motel. Refreshment Room and Lodging House all kinds. 2. Modern computer business server on line business. Commission Agents. To carry on the business of local and international Courier Services independently or with foreign collaboration or as foreign Courier Service agents. Caterers for Public Amusements. sound receiving system by the Internet media sound sending system by the Internet media. Family needs marketing and goods any products. Taxi. Chinese Restaurant. Golf. Badminton. Health Clubs. Cottage. double decker bus. Fishing Boat. Hair dressers. Micro bus. Indoor Games such as Carom. 7. Clearing and Forwarding Agents. To carry on the business of Bus Service and any other sort of transport business. Maxi. 6. Buying house. electric iron. digital camera. rail coach. thread sucking machine. aluminum. motor. furniture and sorts of allied products. LT/ST panel board. perforated and plain praline. manufacturing. import. air handing unit. assembling. repairing. peripherals including electric/ electronic / digital equipment like transformer. all kinds of accessories & tools. electrical cable. fan coil unit. industrial compressor. vertical lifter. anodizing. 4 To carry on the business of producer & manufacture all sorts of aluminum/Steel furniture.sheet & SS sheet. water pump. all kinds of Boiler/ Water treatment/ Textile/ Dyeing / Lather / Plastic . oven. telephone cable. tee bar. Armstrong and allied types of metal suspension system of false ceiling and interior decoration. escalators. optical fiber. thread rewinding machine.OPTION-07: FOR GENERAL BUSINESS / MANUFACTURING 1 To set-up establish and maintain industries for manufacturing of steam boiler. consultants. steel/SS sheet. refrigerator. television. water softener. zed and U sections and all sorts of aluminum/MS/SS fitting of road transport. networking accessories. textile sections and air condition grills & diffusers fabricator. PFI switch gear. mobile phone. humidifier. all kinds of pipe. vacuuming table. de-humidifier. IPS. selling in Bangladesh & abroad of all kinds of Aluminum/ Steel/ electrical/ electronics/ digital products. 5 To carry on the business of marketing. power generator Diesel/Gas. export. UPS. electric switch. steel/SS plate. installing. M. computer. 2 3 To carry on business of Steel/SS door. stem iron. energy power light. chiller. buying.S. cooling tower. To carry on the business of acoustical works. computer software. window and pipe line installation. stem roller. ceiling unit. industrial exhaust fan. computer monitor. angel. electro-galvanizing and all kinds of nickel works. air condition. sell and deal in and with whether as principals’ agents. buildings rooms. as business agent. housing and apartment and to do and carry on the business of buyer. indenting agents. handling agents. sole agents. huts and to undertake construction of Super market. drainage facilities. business manufacture. And to arrange for sale or let out of those to general public or to hold it for their management. commission agents. Water filter & Dispenser. managing agents. local agents. architects and contractors and to build townships. stevedores. To do and carry on the business of development of building and apartments and sell and dispose of the said buildings and apartments and business of builder. ============================================= OPTION 08: FOR CONSTRUCTION / REAL ESTATE 1. trading. utility services electricity. water supply. seller of flats. 6 7 To carry on the business of indenting. 2. To provide lands. import. flats. To carry in Bangladesh or elsewhere trade. sewerage installations and to deal with the same in any manner. community centres.Chemical. and/or to act. housing estates or other buildings or conveniences. huts. To carry on the business of real estate. commission agents and export. 3. Garments finishing machinery. subagents. markets. buildings. gardens. rooms. apartment. Boiler & Burner spares. shopping complex. engineers. houses. apartments. Shopping centre. buy. brokers for the benefit of the company. or other accommodation constructed or to be constructed by the Company for . indenters. selling agents. plan. power transmission & distribution. Planner. road. Telecommunication. all interior decorative works. tramways. lease or building agreement and by advancing money to and entering into contacts arrangements of all kinds with builders. reservoirs electric power station. [ 7. Air conditioning (HVAC) and light supply works. export. Erects. Painting & varnishing & related works requiring interior & exterior design. Plastic. improve work. Mineral board. Engineers. maintaining. paving. waterways. Electrical. forming. timber. telecommunication works. Mechanical. maintenance development. works with Gypsum board. Estimators. To carry on the business of Constructors / Builders. altering and pulling down. Bio-medical. huts and other accommodation on terms and conditions that may be agreed upon by and between the parties. dockyards. Air ports. Surveyors & Demographic Surveyors. construction. Designer and Supervisors. 6. fabrication of aluminium doors & windows. rooms. Sea ports. To carry on the business of construction. stores and other like works and to contribute or otherwise assist or take part in the construction. heating. To act as Consulting Engineers. houses. railways. fabricate. civil. contracts. sound control works and acoustics. control and manage any buildings. bridges. 4. power substation. Computer Engineers and consultants under taking to execute. to design. decorating. ventilation. tenants and others. . To develop and run to account any land acquired by the Company or in which the Company is interested and particular by laying out and preparing the same for building purpose. cultivation. Ply wood. letting on building. Paints. gas works. Architects. contractors. build. 5. Glass & furniture works. maintain. import. manufacture. drawing. Structural and Architecture designers. Electronic. erection. Valuers. flats. develop. furnishing and fitting up and improving buildings and by planting. working and management thereof. Chemical and Metallurgical.members thereof and others on their behalf construct such buildings apartments. selling. 4. To maintain all information relating to the clients business operations.======================================= OPTION 09: FOR e-BUSINESS 1. 3. 5. spares and all other mechanical. To encourage and assist in the balanced development of the software and information services industry in Bangladesh. import. Information and Communication Technology (ICT) and Software. sell. manage and smooth running of garments industry to promote its production. 6. develop. technical and non technical items and appliances. ========================================= OPTION 10: FOR GARMENT / TEXTILE 1. promote. undertake and conduct related business and do all matters and things incidental there to. To help in the development of financial systems required by Software and Information Services industry. Primarily to promote the development and advancement of computer systems. To acquire and take over as a going concern the business now carried on in Bangladesh by ICT Company. Export. 7. The success surmounted through the humble reputation of developing various software at attractively low cost ensuring better product lives. establish. marketing. To buy. and carry on. parts and components required directly or indirectly for set up. indent and deal with all sorts of machineries. practice and related systems in absolute confidentiality. . and distribution purposes both at home and abroad. Equipments. To work closely with ICT area with a view to enabling the Bangladesh Software and Information Technology industry reach global pre-eminence. To provide full range of Systems Software & Hardware Solution products and peripherals. storing. 2. merchandising. dyeing. sell. buttons. packing materials and garments industry both home or abroad. To carry on all or any of business of dress makers. Sweater Factory. knitting and or otherwise manufacturing. printed or plain boxes and any other items those may be required for raw materials. collar bone. ============================================ IV. dyeing or printing mills. To buy. Leather. 6. textile mills. rayon and any other fibers for 100% export purpose. export. sell import and otherwise deal of cotton yarn. yarns and other like nature of goods and merchandise. cotton. weaving. garments and requisites made of both synthetic and nonsynthetic materials produce by mechanized. . woolen goods. textile & jute industry and knitting of all sorts 3. finishing and selling domestic method or export of cloth. rayon. To set up a 100% Export oriented ready-made garments factory with embroidery machine manufacturing wears & children wears of various kinds. finishing mills both for manufacturing of knit and woven fabrics made of cotton. build. dyeing and finishing facilities. hooks. semi-mechanized means for importing and exporting from and to countries of the world. nylon. silk. The liability of the members is limited. jumpers. import. artificial silk. To establish and operate Knit composite mills. export oriented garments. calendering. sizing. artificial silk and other fibrous materials and also to buy. promote and deal with sewing thread. designers tailors clothing outstanding outfitters. artificial silk. rayon. Woven. 4. nylon or fibrous materials and also the products and by products made thereof. indent. run. manage and install textile mills. glovers dealer in Ready-made Garments. nylon. 7. synthetic. establish. embroidery thread. To Set up. Plastic. sizes and designs made of cotton yarn. silk. labels. plastic clips. jute goods. chains.2. garments factory and any other like business of spinning. bleaching. construct. manufacturing. cotton mills. To carry on the business of designing. printing and marketing readymade woven & knit garments including all kinds of casual ware and Ladies and Gents. polyester silk. 5. woolen. Father ………….00. TIN :…………… Nationality ………….V. whose names. 2.000 (Taka Ten thousand only) with the power to increase or reduce the capital.. ……………. Dated-------------day of --------. and we respectively agree to take the number of shares in the capital of the Company set opposite to respective names below: Name.. Age ………… Occupation………. The authorised share capital of the company is Tk. Nationality & Occupation of the Subscriber Number of Shares Taken by Each Subscriber Signature of the Subscriber 1... qualified or special rights. Address:……………. Age ………… Occupation……….000 (Ten thousand ) shares each of Taka 10. Address. Father ………….……. We. Mother:……………. Phone/Mobile…………………………. Address:…………….10. modify or abrogate any such rights. 2. to divide the shares in capital for the time being into several classes and to attach hereto respectively such preferential. Mother:……………. privileges or conditions as may be determined by or in accordance with the regulations of the company and to vary. the several persons. deferred..00.000 (Taka Ten Crores) divided into Ordinary and preferential shares.. addresses and descriptions are subscribed are desirous of being formed into a company in accordance with the Memorandum of Association. Phone/Mobile…………………………. sub-divide the shares and issue shares of higher or lower denomination. There shall be a total of 10.. privileges or conditions in such manner as may for the time being be provided by the Articles of the company and consolidate. TIN :… Nationality……. ……………..2009 WITNESSES: 1. . . 2 .THE COMPANIES ACT 1994 (ACT. d. PRELIMINARY 1 The Regulations contained in the schedule-1 of the companies Act . ………. "Year" means the English Calendar year as followed by the Company. LTD.. "Act" means the Companies Act. XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES Articles of Association of ……………… LTD. In construing of these Articles unless there shall be something repugnant in the subject or context inconsistent there with :a. b. 1994 shall apply to this company with respect to such provisions as are applicable to a Private Limited Company . XVIII of 1994. "Office" means the Registered Office of the Company for the time being. so far only as they are not negative or modified by or are not contained in the following articles or any other articles that may from time to time be framed by the company. "Month" means the calendar month according to the English Calendar year. e. "Company" means the ………. c. b. Subject to the provisions of the Articles.each with power to increase or reduce the same value of its shares. "Board" or "Board of Directors" means the Board of Directors of the Company for the time being. type printed and other means representing word in a visible form. the share shall be under the control of the directors who may allot or otherwise dispose of the same. No invitation shall be issued to the public to subscribe for any share. 6. j. debenture of the company. 3. Word imparting the singular number only includes the plural number and vice versa. COMMENCEMENT OF BUSINESS 5. SHARE CAPITAL 4.00. "Directors" means the Board of Directors of the Company for the time being. The Authorized Share Capital of the Company is Tk. 10.100/. g.00.(Ten Crore) divided into 10.00. . The Company is a Private Limited Company within the meaning of section 2(1) under clause (Q) of the companies Act. "In Writing" means written or printed. "Member" means the legal owner the share name where of being appeared in the Members register. The business of the Company shall be commenced from the date of incorporation of the company.000/. h. partly written and partly printed and includes lithography. and The right to transfer shares of the company is restricted in the manner and to the extent hereinafter provided.f.1994 and accordingly the following shall apply:a. The number of members of the Company (exclusive of the persons in the employment of the company) shall be limited to fifty.000 (Ten Lac) Ordinary Shares of Tk. PRIVATE COMPANY i. c. LIEN 9. BORROWING POWER 11. and the legal personal representative of the deceased where he was a sole holder. In the case of death of a member. destroyed or lost. TRANSFER AND TRANSMISSION OF SHARES 10. the survivor where the deceased was a joint holder.5. but this Articles does not release the estate of a deceased sole/joint holder from any liability in respect of the said share. the company lien. if any. shall be the only persons recognized by the company as having any title to his interest in the shares. The company shall have a paramount lien on every share (not being a fully paid share) for all moneys called or payable at a fixed time in respect of that share. worn out. on a share shall extend to all dividends payable thereof. The certificate of title to share and duplicate thereof whenever necessary shall be issued to the members under the common seal of the company and shall be signed by the Chairman and Managing Director of the company. No share shall be transferred to any outsiders as long as any existing member is willing to purchase the same at a fair value to be determined by the Directors in a Board Meeting. If any share certificate is defaced.00 as the Directors may from time to time require. 8. The certificate of shares shall accompany the Instrument of Transfer of shares for transfer of shares previously approved by the Board of Directors. 12. it may be reissued on such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such sum not exceeding Tk. .SHARE CERTIFICATE 7. No transfer of any share shall be made or registered without the approval of the Board of Directors who may without assigning any reason decline to give any such approval and shall decline any transfer involving contravention of clause 3(b) of these articles. The Directors may at any time call an extra-ordinary general meeting and an extra-ordinary general meeting may also be called on requisition made by the shareholders in accordance with the provisions of section 84 of the companies Act 1994. GENERAL MEETING 14. . the day and the hour of the general meeting and in case of special business. A 15. or financing institutions or firms any sum of money required for the purpose of the company and secure the payment or repayment of such money so borrowed in such manner and upon such terms and conditions in all respects duly approved by the Board of Directors deemed fit in particular by hypothecation or charge on all or any part of the property of the company (both present and future) including its uncalled capital for the time being. PROCEEDING OF GENERAL MEETING 17. APPOINTMENT AND REMOVAL OF A DIRECTOR 16.13. but accidental omission to give such notice. The 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 (not being more than fifteen months after holding of the last preceding general meeting) at such time and place as may be decided by the Directors of the company. the general nature of such business. The above mentioned general meeting shall be called "ORDINARY GENERAL MEETING" and all other general meeting of the company shall be called "EXTRA-ORDINARY GENERAL MEETING". relating to special resolutions at least fourteen days notice specifying the place. The company may appoint or remove a Director from the company in its Annual General Meeting. The Managing Director may from time to time with the approval of the Board of Directors may borrow from any source either from any commercial or schedule banks. to or non-receipt of such notice by any member shall not invalidate the proceedings of the general meeting. Subject to the provision of section 87(2) of the Companies Act. shall be given to the members in such manner as may be prescribed by the company in a general meeting. with the consent in writing of all the member be convened by a shorter notice and in any manner they think suitable. 18. 25. DIRECTORS 20. TWO members personally present shall form the quorum of any general meeting. He resigning from the office by giving notice in writing to the company. No member shall be entitled to vote unless all installments or calls or other sum or sums presently payable by him. 22. The following persons shall be the first Directors of the company. He becoming bankrupt or insolvent or on becoming unsound mind.500/.(Taka five hundred) each for meeting of the Directors attended by him together with such traveling and other expenses as may be incurred for attending the meeting. VOTE OF MEMBERS 19. 21. If any Director be called upon to perform any extra service or to make any special exertion for the Company. …………………… …………………. The remuneration of a Director shall not exceed Tk. The qualification of a Director shall be holding of share of 1000 (One thousand) ordinary shares of Tk.general meeting may. Until otherwise determined in the general meeting the number of Directors of the company shall not be less than TWO and not more than TEN. No business shall be transacted at any general meeting unless the quorum of members is present at the time when the meeting proceeds to transact business.each in the Share Capital of the Company in his/her own name alone and not jointly with any others. 1. 24. Every Director shall vacate his office in the event of: a) b) c) He is failing to obtain the qualifying share.100/. the Directors so doing may be remunerated either by a fixed sum or by a percentage on the profit of the Company as may be decided by the Company in General Meeting. 2. in respect of his holding of shares in the company has been paid. 23. . charges and expenses preliminary and incidental to the promotion. establishment and registration of the Company. To pay for any property. Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these presents. rights. POWER OF DIRECTORS 27. and privileges acquired by the company in cash or in shares of the Company and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon. To secure the fulfillment of any contract or engagements entered into by the Company by mortgage or charge on all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they may think fit. 3. The Management and control of the business of the company shall be vested in the Board of Directors who in addition to the powers and authorities by these presents or otherwise expressly conferred on them may exercise all such powers and do all such acts and things as may be exercised or done by the company and are not hereby or by the act expressly directed or required to be exercised or done the company in general meeting.d) And if he acts in contravention of the section 86(f) of the Companies Act 1994. To pay the costs. QUORUM 26. formation. as they think fit. Until otherwise determined by the Company in general meeting 2 (TWO) Directors present in person shall form the quorum of board meeting. 2. . but subject nevertheless to the provisions of the act and of these presents and to any By-law from time to time made by the Company in general meeting. it is hereby expressly declared that the Directors shall have the following powers that is to say. power:1. rights or privileges that the Company is authorized to acquire at such price and generally on such terms and conditions. 28. provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. To purchase or otherwise acquire for the Company any property. 4. shall be the first Managing Director of the company for a period of 5 (Five) years from the date of incorporation. To have the engagement and dismissal of managers. ……………. assistants. To accept from any member. clerks. ……………. recreation centers and hospitals which will.5. He will preside all over the meeting and supervision all the activities of the company. To deal with any of the moneys of the Company not immediately required for the company's purpose in or upon such investments or securities (not being shares in this company) and in such manner as they may think fit. To make and sign all contracts to the business of the Company including contracts for sales and purchases and contracts for leases of property. shall be the first Chairman of the Company for a period of 5 (Five) years from the date of incorporation. the Managing Director shall exercise the following powers:1. Control over the management of the business of the company with full power to do all acts. CHAIRMAN 6.. proper and expedient for carrying on the normal day to day business of the Company. 29. the opinion of the Directors. His remuneration shall be fixed by the general meeting. Subject the control and supervision of the Board of Directors. tend to increase the repute of the company among its employees and the public. matters and things deemed necessary. as surrender of his share or any part thereof. other officers. agents and special services and to determine their 31. 7. 2. on such terms and conditions as shall be agreed but subject to the provisions of the act. To provide for the welfare of the employees or company and their wives and dependents and to award bonus or other payments for the benefits of such persons as may appears to the Directors just proper and to set aside a portion of the profit of the company to form a fund to build or contribute to the building of houses and subscribing to provident fund and other funds and establishment of schools. 3. MANAGING DIRECTOR 30. . and from time to time to vary or realize such investments. promissory notes. All sales and purchases of goods and services by the Company. The common seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors in the presence of at least two Directors who shall sign such instrument to which the seal of the Company is so affixed in their presence. proper and expedient for carrying on the business of the company. b. ACCOUNTS 34. all bills of exchange. BANK ACCOUNT 32. COMMON SEAL 33. 6. The company shall open Bank Account(s) with any schedule Bank in Bangladesh and abroad and shall be operated the same by the Joint Signature of the Chairman and the Managing Director or as per decision by the Board of Directors of the company. government papers and securities and all other instruments as shall necessary. All the power. The Directors shall cause to be kept proper books of account with respect to:a. Full power to draw. . 5. accept.authorities and duties and to fix their authorities and to fix their remuneration's. endorse and negotiate. 4. sign. All sums received and spent by the Company. cheques. on behalf of the company. authority and discretion of the Board of Directors of the Company except as those which are otherwise stated by the Companies Act 1994 or by these presents are expressly directed to be exercised by the Board of Directors collectively or by the shareholders in general meeting. To sign all receipt for money paid to the company and all vouchers of payment made by the company and such signature shall be an effectual discharge for the money's therein stated to have been received or paid. 2001. such difference shall be forthwith referred to two Arbitrators. 35. Officer. 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 . ARBITRATION 39. 38. 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. It the company shall be wound up. 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. The Managing Director and Directors. 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. The assets and liabilities of Company. 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. 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. 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. WINDING UP 40. matter or thing mad. AUDIT 36. 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. 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. 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. INDEMNITY 37.c. ......2009. TIN :…………… Nationality ………….. . We. Age ………… Occupation………. Nationality & Occupation of the Subscriber Number of Shares Taken by Each Subscriber Signature of the Subscriber 1..... Address:……………. TIN :… Nationality……... Age ………… Occupation……….... Mother:……………... 2.…….....holding ordinary share in proportion of the member of ordinary shares held by them respectively at the commencement of the winding up.......... ……………...... Mother:……………. Father …………... the several persons whose names and address are subscribed are desirous of being formed into company in pursuance of this Articles of Association... 2. Phone/Mobile…………………………... Father …………... Address:……………. …………….. day of . Dated: The ..... Phone/Mobile………………………….. Name of Witness with description 1... Address........ and we respectively agree to take the number of shares in the capital of this company set opposite to our respective names:Name.