THE COMPANIES ACT, 1994(ACT XVIII OF
1994)
(A PRIVATE COMPANY LIMITED BY SHARES)
THE COMPANIES ACT, 1994
(A PRIVATE COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION OF
Date the 11 day of April, 2011
LILY REAL ESTATE LIMITED
I. The name of the Company is LILY REAL ESTATE LIMITED
II. The registered office of the company shall be situated in Bangladesh .
III. The object for which the Company is established are all or any
of the following and all the objects will be implemented after obtaining
necessary permission from the Government/Concerned Authority/Competent
Authority before commencement of business.
01. To carry on the business of Lands development, Housing,
Real estate and Apartment and to do and carry on the business of buyer, seller
of flats, apartment, buildings rooms, huts and to undertake construction of
Super market, Shopping center, Shopping complex, Community centers. And to
arrange / negotiation for sale or let out of those to general public or to hold
it for their management.
02. To purchase, acquire, take on lease or in
exchange or in any other lawful manner, any area, land, buildings, structures
and to turn the same into account, develop the same and dispose of or maintain
the same and to build townships, gardens, towns, markets, housing estates,
residential houses, bungalows or other buildings or conveniences thereon and to
equip the same or any part thereof with all or any amenities or conveniences,
drainage facility, electricity, water supply, sewerage installations and to
deal with the same in any manner.
03. To provide lands, buildings, apartments,
houses, flats, rooms, huts, or other accommodation constructed or to be
constructed by the Company for associations, societies or members thereof and
others on their behalf to secure loans from government, House Building Finance
Corporation, Bank and other institutions and sources and to do all things,
deeds and acts that may be necessary and incidental to build and construct such
buildings apartments, houses, flats, rooms, huts and other accommodation on
teams and conditions that may be agreed upon by and between the parties.
04. To build, take on lease, purchase acquire
in any manner whatsoever any houses, buildings, apartments, flats, rooms, huts
or other accommodation for residential, dwelling, business and all other
purposes connected therewith and to let or dispose of the same on installment
basis, rent, purchase basis or by outright sale, whether by private treaty or
by auction or in any other mode of disposition all or any integral part
thereof.
05. To carry on the business of construction,
land building, lands development, structure for sale purchase and allotment.
06. 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, construction, altering
and pulling down, decorating, maintaining, furnishing and fitting up and
improving buildings and by planting, paving, drawing, forming, cultivation,
letting on building, lease or building agreement and by advancing money to and
entering into contacts arrangements of all kinds with builders, tenants and
others.
07. To do and carry on the business of
development of lands, building and apartments and sell and dispose of the said
buildings and apartments and business of builder, engineers, architects and
contractors and to build townships, gardens, markets, housing estates or other
buildings or conveniences, drainage facilities, utility services electricity,
water supply, sewerage installations and to deal with the same in any manner.
08. To lay out supervise, develop construct,
build, erect, demolish, re-erect, alter repair, remodel or do any other work in
connection with any buildings schemes mills factories roads, highways, docks,
ships, sewers, bridges, canals, wells, springs series, dams power plants bonys
wharves, ports, reservoirs, embankment, telephonic, telegraphic and power
supply works or any other structural or architectural work of any kind
whatsoever and for such purpose to prepare estimates, designs, plants,
specifications or models and such other or any act that may be requisite
thereof.
09. To act as Consulting Engineers,
Architects, Planner, Surveyors, Socio-economic & Demographic Surveyors,
Estimators, Valuers, Designer and Supervisors.
10. To carry on the business of Constructors / Builders, Erects, Engineers, Structural and Architecture designers, contractors, civil, Mechanical, Electrical, Chemical and Metallurgical, Electronic, Telecommunication, Bio-medical, Computer Engineers and consultants under taking to execute, contracts, to design, plan, build, fabricate, maintain, develop, improve work, control and manage any buildings, road, bridges, railways, tramways, waterways, dockyards, Sea ports, Air ports, gas works, reservoirs electric power station, power sub-station, power transmission & distribution, heating, ventilation, Air conditioning (HVAC) and light supply works, telecommunication works, stores and other like works and to contribute or otherwise assist or take part in the construction, maintenance development, working and management thereof.
11. To carry on the business of Civil Engineers, Mechanical Engineers, Electrical, Electronics, Computer,
Bio-medical, Telecommunication Engineers, Chemical Engineers, Brass founders,
metal workers, boiler makers, welders and tool makers and to buy, sell,
manufacturer, repair, convent, alter, let on hire and deal in machinery
implements, rolling stock and hardware of all kinds.
12. To purchase or otherwise acquire
vehicles, vessels, bulldozers, steamrollers, crane, dragger, machinery of any
other description, tools and equipments for the purpose of the business of the
company.
13. To carry on the business of construction
of all kinds of Micro-wave Tower & Steel Building Erection, Fabrication,
Supplier’s & Galvanizing, R.C.C overhead tanks, underground reservoirs,
driving of R.C.C piles, friction piles, cast in situ piles, wooden piles, sand
piles, steel sheet piling and all kind of piling works and electric &
telecommunication steel tower works.
14. To carry on the business of general
Exporter, Importer, Indentor, Marketing Agent, Commission Agents, Manufactures,
Representative, Selling Agent, Buying agent, Merchant, Dealers, Wholesaler,
Retailers, Stockiest, General traders or otherwise all kinds of utilities,
machineries, spare parts including Air Crafts and other kinds of articles and
commodities.
15. To carry on the business of manufacturers
of and dealers in bricks of all kinds including clinker bricks, perforated
bricks, hollow bricks partition tiles, floor tiles, pipes, clay pipes, pottery,
earthen ware, china & terra cotta, refractoriness and ceramic ware and / or
all kinds of building construction related wares of all kinds.
16. To set up and run Compressed Natural Gas
Station, CNG Re-fuelling & Filling Station, Petroleum Oil Filling Station,
Octane oil Filling Station & Conversion and Repair workshop.
17. To set up a industry for manufacturing,
packaging, assembling of plastic cup for sale, export packaging for pure water
marketing in local or foreign market.
18. To enter into partnership or into any
agreement for sharing profits, union of interest, joint venture, reciprocal
concession of co-operation with any person or company carrying on or engaged in
or about to carry on or engaged in any business indirectly to benefit this
company and to take acquire and held, sell, re-issue or deal with shares or stock
in or securities on obligations of and to subsidies or assist any such company
and quarantine the principal or interest of any to such securities or
obligations on any dividends upon any such shares or stock.
19.
To take lease, hire purchase or acquire
and maintain any land, rights over or connected with lands, buildings, works,
plants, machinery, apparatus, stocks in trade and immovable or movable property
of any description and any patents, inventions, rights or privileges which may
deem necessary for any business which the company is authorized to carry on or
turn to account and to use exercise, develop or grant licenses in respect of
the property rights or information so acquired.
20. To sell or dispose of or deal with the
undertaking or part thereof of the company for such consideration as may be
appropriate and in particular for shares, stocks, debentures or securities of
any other company having objects similar to the objects of this company and to
acquire sell, dispose of, lease mortgage, exchange or deal with the assets and
properties of the company.
21. To borrow or raise money by bonds,
deposit receipt or by opening current accounts with or without securities or by
such other by such other means as may be deemed expedient and secure the
repayment thereof by mortgaging, pledging or charging the whole or any part of
the property or assets of the Company and also to raise loan by issue of
debentures charges upon all or any of t he company’s property.
22. To enter into any agreement or
arrangement with any authority, Government, Local body, port trust or other
institution, provincial or otherwise which may be considered beneficial for or
conducive to the objects of the company or any of them to obtain from such
authority or authorities any concession, privileges, licenses and to subject or
dispose of the same or exercise any right relating there to as may be
beneficial or conducive to the objects.
IV. The liability of the members is limited
by shares.
V. The Authorized Share Capital of the
Company is TK. 3,00,00,000/-(Taka Three crore)
divided into 3,00,000 (Three lac) Ordinary
Shares of TK. 100/-(Taka One hundred) each.
The company shall have power to increase or reduce it and to divide the shares
in its capital for the time being into several classes of shares and to attach
thereto respectively such preferential deferred or special rights or conditions
as may be determined by or in accordance with the Articles of Association of
the Company.
We, the following persons, whose names and addresses
are hereunder subscribed are desirous of being formed into a Company in
pursuance to this Memorandum of
Association and we respectively agreed to take the number of shares in the
Capital of Company set opposite to our respective names.
SI.
No
|
Names, Addresses and
Description of the subscribers
|
Number of shares taken by
each share holder
|
Signature of the
subscribers
|
1.
|
NASRIN
AKTER
W/o. Md. Delwar Hossain
D/o. Golam Mostafa Zoaddar & Begum Sufia Zoadder
Permanent Address: House No. 70, Road No. 09, Lalon
Shah Sarak, Bananipara, P.S.-Jhenidah, District-Jhenidah.
Present Address: 121/A,
Religion: Islam, Profession: Business.
Nationality: Bangladeshi by birth.
National ID No. 2692986570646.
TIN No: 225-108-4914
|
4,000
(Four thousand)
Shares
|
|
2.
|
MD. DELWAR
HOSSAIN
S/o. Late Abdur Razzak Miah and Jebunnesa Lily Permanent
Address: House No. 70, Road No. 09, Lalon Shah Sarak, Bananipara, P.S.-Jhenidah,
District-Jhenidah.
Present Address: 121/A,
Religion: Islam, Profession: Business.
Nationality: Bangladeshi by birth.
National ID No. 2692986570647.
TIN No: 146-107-900.
|
16,000
(Sixteen thousand)
Shares
|
|
3.
|
MAMUN
AHAMMED
S/o. Late Abdul Barek Miaji and Rafia Khatun
Permanent Address:
41,
Religion: Islam, Profession: Business.
Nationality: Bangladeshi by bith.
National ID No. 2692986643898.
TIN No. 225-106-2661.
|
10,000
(Ten thousand)
Shares
|
|
4.
|
MINNATUL
FERDOUS
W/o. Anupom Mostafa Karim,
D/o.Md. Delwar Hossain & Nasrin Akter
Permanent
Address: House No. 70, Road No. 09, Lalon Shah Sarak, Bananipara,
P.S.-Jhenidah, District-Jhenidah..
Present Address: 121/A,
Nationality: Bangladeshi by birth.
National ID No. 2690421359609.
TIN No: 225-108-4922
|
10,000
(Ten thousand)
Shares
|
Total = 40,000(Forty thousand) shares
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
(A PRIVATE COMPANY LIMITED
BY SHARES)
ARTICLES OF ASSOCIATION OF
LILY REAL ESTATE LIMITED
PRELIMINARY
1. The Regulations contained in the Schedule-1 of the Companies
Act of 1994 shall apply to this Company with respect to such provisions as they
are applicable to a Private Limited Company, so far only as they are not
negated or modified by or as are not contained in the following Articles or any
other Articles that may, from time to time be framed by the Company in a General
Meeting or by any statute.
2. In these
Articles unless the context otherwise required the words or expressions defined
or explained in the Companies Act, 1994, shall have the same meaning assigned
to them respectively when used in relation to this Articles and as and when
used in relation to the said Companies Act and in particular and without
prejudice to the generality of the said provisions, the word importing the
singular number shall include plural number and vice versa and the word
importing masculine gender shall include feminine gender and the word importing
person shall include body corporate.
PRIVATE
COMPANY
3.The Company is a Private Limited Company within the meaning
of Section 2(1) under clause (q) of the Companies Act, 1994 and accordingly the
following shall apply: -
a. No
invitation shall be issued to the public to subscribe for any share or
debenture of the Company.
b. The
number of Members of the Company (exclusive of the persons who are in the
employment of the Company) shall be limited to fifty only: Provided, that when
two or more persons hold one or more shares jointly in the Company, they will
be treated as a single member: and
c. The right to transfer of shares of
the Company is restricted in the manner and to the extent hereinafter provided.
4. The Company
shall be entitled to commence business from the date of its incorporation.
SHARE CAPITAL
5. The Authorized share capital of the
Company is Taka 3,00,00,000/- (Three
crore) divided into 3,00,000 (Three
lac) ordinary shares of Taka 100/- (One hundred) each with powers to
increase and reduce the capital of the Company for the time being in accordance
with the provisions of the Companies Act, 1994.
6. The shares of
the Company shall be under the control of the Directors, who may allot and
issue the shares to such persons in accordance with the decision arrived at a
meeting of the Board of Directors.
7. Every person applying for shares of the Company shall
specify his name, address and occupation to be entered in the register of members,
such address shall be deemed to be his place of residence to which all notices
from the Company shall be sent and the Company will not be responsible to any
member for the non-receipt of any notice for the non-payment of dividends or
for any other matter due to the change of address of any member unless such
change of address is notified in writing to the Company.
CALL ON AND
FORFEITURE OF SHARES
8. The joint holders of shares shall be individually as well as
jointly liable for the payment of any call or installment due in respect of the
share held by them.
9. The Directors
may from time to time, make call upon the members in respect of any money
remaining unpaid on the shares held by them and no call shall be less than
twenty five percent of the nominal value of the share and each member shall
subject to receive fourteen days notice specifying the time and place of
payment, pay to the Company the amount called on his share at the time and
place so specified in the notice, if the requirement of the notice as aforesaid
is not complied with any share in respect
of which the notice has been given may at any time thereafter be
forfeited by a resolution of the Board of Directors to that effect.
10. The forfeited
share may be sold or otherwise disposed of in such manner as the Directors may
think fit and at any time before sale or disposal, the forfeiture may be
cancelled in such manner and on such terms and conditions as the Directors may
think fit.
SHARE
CERTIFICATE
11. Every person whose name is entered in the Register of Members
shall be entitled to one or more share certificates to be issued under the
common seal of the Company, specifying the number of share or shares and
denoting number of shares held by him and the amount paid up thereon, provided
that in respect of share or shares held by several persons jointly the Company
shall not be bound to issue more than one certificate and the delivery of such
certificate to one of the several joint holders, preferably to the one whose
name stands first in the Register of
Members shall be sufficient delivery to all. If a share certificate is defaced,
lost or destroyed it may be re-issued on such terms and conditions as the
Directors may think fit.
TRANSFER
AND TRANSMISSION OF SHARE
12. The share of the Company shall be transferred in the usual
common form or in any other form as may be approved by the Directors.
13. The instrument
of transfer of any share of the Company shall be executed both by the
transfer or and the transferee and lodged at the registered office of the
Company along with the share certificate. The transfer or shall be deemed to
remain as the holder of this Share until the name of the transferee is entered
in the Register of Members.
14. The legal
heirs, successors, executors, administrators or assignees of a deceased sole
holder of a share shall be the only person recognized by the Company having any
title of the share.
15. Any person
entitled to a share in consequence of death or insolvency of a member shall
upon such evidence being produced as may be required by the Directors, have the
right to be registered as a member in respect of that share.
16. Any share may
at any time subject to the approval of the Directors, be transferred by a
member to his wife or her husband or to his or her sons, daughters, father,
mother or brother.
17. Subject to the
provisions mentioned above shares of the Company shall not be transferred by a
member to any person so long as the existing members are willing to purchase
the same or so long as a member or any other person selected by the Directors
is willing to purchase the same at a reasonable price fixed by the transferor
& transferee mutually.
18. The Directors
may decline to register any transfer of share to a person whom they do not
approve for any reason which may appear to them just and proper in the interest
of the company. The Directors are not bound to disclose or assign any reason
for their refusal to register any transfer of share.
INCREASE OF
SHARE CAPITAL
19. The Directors may, with the sanction of any ordinary
resolution of the Company previously passed in a general meeting increase its
share capital by the issue of the new shares. Such increase is to be of such
amounts and to be divided into shares of such respective value as the Company
in general meeting may direct and if no direction be given then as the
Directors shall think fit.
BORROWING
POWER
20. The Directors may from time to time
borrow from any source any sums of money required for the purpose of the
Company and raise and secure the payment of such money in such manner and upon
such terms and conditions in all respects as they may think fit and in
particular by the issue of shares or by making, drawing, accepting or endorsing
on behalf of the Company any promissory notes, bill of exchange or by giving or
issuing any of the securities of the Company or by the creation of mortgage,
charge of hypothecation all or any of the properties of the Company both
present and future, including the uncalled capital of the Company for
the time being and the Directors may on behalf of the Company guarantee
the whole or any part of such loan or debts incurred by the Company with
powers to secure guarantor against
liability in respect of such loan or debts.
GENERAL
MEETING
21. The First General Meeting of the Company
shall be held within eighteen months from the date of incorporation of the
Company and thereafter once at least in every calendar year at such time (not
being more than fifteen months after the holding of the last preceding general
meeting) and places as may be decided by the Board of Directors of the Company.
The above mentioned general meeting shall be called Annual General Meeting and
other general meetings of the Company shall be called extra-Ordinary General
Meetings.
22. The Directors may whenever they think fit
call an extra ordinary general meeting and an extra ordinary general meeting
also be called on the requisition of the members in accordance with the
provisions of Section 84 of the Companies Act, 1994.
PROCEEDING AT GENERAL MEETING
23. Clause
49 of Schedule-1 shall apply with the condition that with the consent of all
the members entitled to receive notices of a particular meeting that a meeting
may be convened by such shorter notice and in such manner as those members may
think fit.
24. The accidental omission to give any such
notice to any member shall not invalidate the meeting and the resolutions
passed at such meeting.
QUORUM
25. No business shall be transacted in any
general meeting unless a quorum of members is present at the time when the
meeting proceeds to business. Three members
present in person and entitled to vote, shall form a quorum for any general
meeting of the Company.
26. The
Chairman of the Company shall preside over the general meeting of the Company,
if at any meeting the Chairman is not present within thirty minutes after the
time appointed for holding the meeting or is unwilling to act, as Chairman, the
members present shall choose one of the Members to preside over the meeting.
27. In case of an equality of votes whether
on a show of hands or upon a poll, the Chairman of the meeting shall have a
second or a casting vote.
VOTES OF MEMBERS
28. On a
show of hands every member present in person and entitled to vote shall have
one vote and upon a poll every member present in person or by proxy or power of
attorney shall have one vote in respect of every share hold by him.
29. On a poll, vote may be given either
personally or by a proxy or under a power of attorney or by a person appointed
under Section 86 of the Companies Act, 1994 A proxy must be a member of the
Company.
30. No member shall be entitled to vote at
any general meeting unless all calls or other sums presently payable by him to
the Company in respect of the share held by him has been paid.
31. Any person entitled under the
transmission clause to the transfer of any share, may vote at any general
meeting in the same manner as if he were the registered holder of such share
provided that 72 hours at least before the time of holding the meeting or adjourned
meeting as the case may be at which he proposes to vote he shall satisfy the
Directors of his rights as transferee to such shares unless the Board of
Directors or the Managing Director shall have previously admitted his right to
vote as such meeting in respect thereof
.
DIRECTORS
32.The number of Directors of the Company
shall not be less than 2 (Two) and
not more than 50(Fifty).
33. The Board of Directors of the Company
shall be constituted with the following persons and they shall be first Directors
unless any one of them voluntarily resigns the office or otherwise removed
there from under the provisions of the Companies Act, 1994.
1. NASRIN AKTER
2. MD. DELWAR HOSSAIN
3. MAMUN AHAMMED
4. MINNATUL FERDOUS
34. The qualification of a Director shall be
holding of 500 (Five hundred) shares of 100/- each in his/ her own name and not
jointly with other or others.
35. The remuneration of a Director shall be
Tk. 500.00 (Tk. five hundred) only for each meeting of the Board attended by
him/ her. The Director shall be entitled to be paid reasonable traveling expenses
incurred by him/her while employed in the business of the Company. The
Directors shall be entitled to be paid monthly remuneration from the Company as
the decision of the Board of Directors of the Company.
36. If any Director when willing be called
upon to perform any extra service or make any special exertion for the purpose
of the Company, the Company may remunerate the Directors so doing either by a
fixed sum or by a percentage on the profits of the Company as may be decided by
the Company in a general meeting held subsequent to such appointment.
37. The Board of Directors shall have power
at any time and from time to time to appoint any other person to be a Director
of the Company either to fill up a casual vacancy or as an addition to the
Board so that the total number of Directors shall not at any time exceed the
maximum number of Directors fixed by the Company.
POWER OF DIRECTORS
38. The business of the Company shall be
managed by the Directors who may pay all expenses incurred for the formation
and registration of the Company and may exercise all such powers of the Company
as are not forbidden by the Companies Act, 1994 or any statutory modification
or reenactment thereof for the time being in force or by the Articles required
to be exercised by the Company in general meeting, subject nevertheless to any
regulation being not inconsistent with the aforesaid regulations or provisions
as may be prescribed by the Company in general meeting But no regulations made
by the Company in general meeting shall invalidate any prior act or acts of the
Directors which would have been valid if that regulation had not been made.
DISQUALIFICATION
OF DIRECTORS
39.The office of a Director shall be vacated if the Director:
a. Fails to obtain the time as specified
under Section 97 (i) of the Companies Act, 1994 or at any time thereafter
ceases to hold the share qualification necessary for his/her appointment: or
b. If found to be a person of unsound mind
by a court of competent Jurisdiction: or
c. If an adjudged insolvent: or
d. Absent
himself/herself from three consecutive meetings of the Directors or from all
meetings of the Directors for a continuous period of three months whichever is
longer without leave of absence from the Board of Director: or
e. Voluntarily resigns from the office.
f. Fraud, deception, misrepresentation,
if committed by any Directors or member of the Boards.
40. The Directors shall meet together for the
dispatch of business of the Company adjourn or otherwise regulate their meeting
as they may think fit.
QUORUM
41. A
meeting of the Directors at which a quorum is present shall be competent to
exercise all or any of the powers and authorities of the Directors. Unless
otherwise determined three Directors shall form the quorum
of a Directors meeting.
42. Any resolution
or circular signed by all the Directors shall be as valid and effectual as if
it has been passed at a meeting of the Directors duly called and constituted.
43.The Directors
may at any time call a meeting of the Board of Directors. They may also elect
one of them to be the Chairman of the Company in a vacant post.
44. All acts done at a meeting of the
Directors shall, notwithstanding that it was afterwards discovered that there
was some defects in the appointment of such Directors or that they or any one
of them were disqualified to be a Director be as valid and effectual as if
every such person had duly been appointed and was duly qualified to be a
Director provided that nothing herein contained shall be deemed to give
validity to any act done by such Director or person acting as aforesaid after
it has been shown that there was some defect in his appointment or that they or
any one of them were disqualified to be Director.
CHAIRMAN
45. NASRIN AKTER shall be the First Chairman of the Company for 5 (Five)
years from the date of incorporation of the Company and shall hold her position
until he resigns voluntarily or otherwise becomes disqualified under provision
of Section 108 (1) of the Companies Act, 1994. He will preside over all the
meetings of the Board of Directors as well as general meeting or extra-ordinary
general meeting.
MANAGING
DIRECTOR
46. MD. DELWAR HOSSAIN shall
be the first Managing Director of the Company for 5 (Five) years from the date
of incorporation of the Company and shall hold her position until she resigns
voluntarily or otherwise becomes disqualified under provision of Section 108
(1) of the Companies Act, 1994.
POWERS OF
MANAGING DIRECTOR
47. Subject to the direct control and supervision of the Board of
Directors, the Managing Director shall have the following powers:
a.To manage the business and all other
affairs of the Company, to appoint and employ officers, clerks, servants and
day laborers for the Company and to remove or discharge them and appoint others
and to pay the salary, remuneration and wages to the persons so employed and
also to pay the preliminary expenses and other expenses for the formation and
registration of the Company.
b.To borrow or raise money by way of loans
or overdrafts or by the creation of mortgage, charge of hypothecation or
otherwise and on such terms and conditions as he/ she may think fit and to
sign, execute, seal and deliver necessary documents for securing the loan
approve by the Board of Directors.
c. To demand, sue for, realize and recover
all dues, claims, demand, damages and compensations due and payable to the
Company and to take proceedings, civil, criminal, revenue or otherwise and
whether original or appellate.
d. To purchase or otherwise acquire for the
Company any land, building, office, goodness, licenses, rights, privileges,
concessions, plant, machineries, goods, equipment and utensils as may be
required by the Company and at such consideration and on such terms and
conditions as he may think fit.
e. To open branch office of the Company in Bangladesh
or in any other foreign country as he / she may think necessary and also to
close the same.
f. To sign bills, vouchers, certificates,
deeds, agreements, promissory notes, and any other negotiable or transferable
instruments.
g. To settle compound, submit to
arbitration, compromise and withdraw any suits, accounts, claims and demands
whatever whether arising from any legal proceedings or not.
h. To invest the reserve fund of the Company
and to dispose of same in such manner.
i. To delegate all or any of his powers to
any Director, Manager, Secretary, Agent, Accountant, Assistant or other officer
of the Company as he/ she may from time
to time deem fit.
j. To present for registration before the
District Registrar, Sub-Registrar or any other registering authority and deed
of document executed by the Managing Director or any other Director if so
authorized by the Board of Directors in that behalf and to admit execution
thereof and also to present for registration before any registering authority
and deed or document executed in favour of the Company and generally to do all
other acts and things in that behalf.
k. To give donations and subscriptions to
any charitable, benevolent, religious, social and cultural objects.
l. To sign and verify plaints, written
statements, petitions, Deed of Agreement, applications and vakalatnamas,
authorizing legal practitioners to act for and on behalf of the Company before
all courts, civil, criminal, revenue or otherwise and generally to do all other
acts and things may be necessary from time to time in connection with the
business of the Company in different department under the Government and any
other public or private offices.
BANK
ACCOUNT
48.The company shall open Bank Account(s) with
any Scheduled Bank(s) and shall operate the same under the Signature of the Managing
Director of the Company MD. DELWAR
HOSSAIN or as per Board Resolution of
the Company.
SEAL OF THE
COMPANY
49.The Company shall have a common seal, which will remain in the
custody of the Managing Director. Every instrument to which the seal is affixed
shall be counter signed by the Managing Director or by any other Director. Such
seal and signature shall be conclusive evidence of the fact that the seal has
been properly affixed.
NOTICE
50. When a notice is sent by post the service of the notice shall
be deemed to have been effected by properly addressing, prepaying and posting
the letter containing the notice, unless contrary is proved to have been
effected at the time at which the notice would be delivered in the ordinary
course of post.
51. A notice may
be given by the Company to any member either personally or by sending the same
by post to him of his registered address by advertisement in the local
newspaper, circulating in the neighborhood of the registered office of the
Company.
52. Any notice to
be given by the Company to any member, may be signed, written or printed.
DIVIDEND
AND RESERVE
53.The Company in Annual General Meeting may declare a dividend
but no dividend shall exceed the amount recommended by the Directors and no
dividend shall be paid otherwise than out of the profits of the Company for the
year or from any other undistributed profit and no dividend shall carry any
interest as against the Company. The Directors may from time to time pay the
members such interim dividends as they think fit and reasonable.
54.The Directors
may create reserve fund out of profits of the Company and they shall have the
absolute authority as to the employment of the reserve fund by way of
capitalization or otherwise.
CAPITALIZATION
OF THE RESERVE
55.The Company in general meeting may
resolve that any money, investments or other assets forming part of the
undistributed profit of the Company and standing to the credit of the reserve
fund or in the hands of the Company and available for dividend be capitalized
and distributed among such of the shareholders as would be entitled to receive
the same if distributed by way of
dividend and in the same proportion on the footing that they become entitled
there to as capital and that all or any part of such capitalized fund be
applied on behalf of the shareholders in paying up in full any un-issued
shares, debenture or debenture stock of the Company which shall be distributed
accordingly or in or towards the payment of the uncalled liability on any
issued share and that such distribution or payment shall be accepted by the
shareholders in full satisfaction of their interests in the said capitalized
sum.
ACCOUNTS
56. The Directors shall in all respects
comply with the provisions of Section 181 to 191 of the Companies Act, 1994 so
far as applicable to private Companies or any statutory modifications thereof
for the time being in force.
AUDIT OF
ACCOUNTS
57. An auditor or auditors shall be appointed
by the Company and their duties shall be regulated in accordance with the
provisions of Sections 210 to 213 of the Companies Act, 1994. Every accounts
when audited and signed by the Auditors and Directors and approved at a general
meeting shall be conclusive unless so far as any error is discovered therein
before the audit of the next successive year’s accounts. Whenever such an error
is discovered the same shall forth with be rectified.
INDEMNITY
58. The Directors, Managing Director, Manager
and any other officers of the Company shall be indemnified for all losses and
expenditure incurred by them in the faithful discharge of their respective duty,
except his willful acts, neglects or defaults and it shall be the duty of the
Company to pay out of the funds of the Company in cash all losses and
expenditure incurred by the Directors, Managing Director, Manager or other
officers of the Company. The amount for which the indemnity has been provided
shall immediately attach a lien on the property of the Company and shall have
priority over all other claims.
59.Neither any Director, Managing Director,
Manager and any other officers of the Company shall be held liable for any loss
or damage happening to the Company and arising from any torturous act of any
other person or for any other loss or damages or misfortune due to act of
Government.
ADVISER
60.The Board of Directors may from time to
time appoint any suitable and acceptable person(s) as Advisor(s)/Legal
Advisor(s) of the Company.
SECRECY
61. The Directors, Manager, Secretary,
Officer, Auditors, Agents or other person employed in the business of the
company shall have to observe (by signing a declaration form) strict secrecy
respecting all matters which may come to his/ her knowledge in the discharge of
the duties when required to do so by
resolution of the company or by a 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.
ARBITRATION
62. Any dispute arising among the Directors themselves or between
members and the Board of Directors and to the true interpretation of this
articles or the implication thereof shall be referred to the Arbitration.
Arbitration will be dealt and settled under the Arbitration Act, 2001.
WINDING UP
63. If the Company
shall be wound up and the assets available for distribution among the members
as such shall be insufficient to repay the whole of the capital paid up such
deficit shall be born by the members in proportion to the capital paid up or
which ought to have been paid up at the commencement of the winding up on the
shares held by them respectively. If in a winding up the assets available for
distribution among the members shall be more than sufficient to repay the whole
of the capital paid up at the commencement of the winding up the excess shall
be distributed among the members pro rata.
We, the following persons, whose names and
addresses are hereunder subscribed are desirous of being formed into a Company
in pursuance to this Articles of
Association and we respectively agreed to take the number of shares in the
Capital of Company set opposite to our respective names.
SI.
No
|
Names, Addresses and
Description of the subscribers
|
Number of shares taken by
each share holder
|
Signature of the subscribers
|
1.
|
NASRIN
AKTER
W/o. Md. Delwar Hossain
D/o. Golam Mostafa Zoaddar & Begum Sufia Zoadder
Permanent Address: House No. 70, Road No. 09, Lalon
Shah Sarak, Bananipara, P.S.-Jhenidah, District-Jhenidah.
Present Address: 121/A,
Religion: Islam, Profession: Business.
Nationality: Bangladeshi by birth.
National ID No. 2692986570646.
TIN No: 225-108-4914
|
4,000
(Four thousand)
Shares
|
|
2.
|
MD. DELWAR
HOSSAIN
S/o. Late Abdur Razzak Miah and Jebunnesa Lily
Permanent Address: House No. 70, Road No. 09, Lalon Shah Sarak, Bananipara, P.S.-Jhenidah,
District-Jhenidah.
Present Address: 121/A,
Religion: Islam, Profession: Business.
Nationality: Bangladeshi by birth.
National ID No. 2692986570647.
TIN No:
146-107-900.
|
16,000
(Sixteen thousand)
Shares
|
|
3.
|
MAMUN
AHAMMED
S/o. Late Abdul Barek Miaji and Rafia Khatun
Permanent Address:
41,
Religion: Islam, Profession: Business.
Nationality: Bangladeshi by bith.
National ID No. 2692986643898.
TIN No. 225-106-2661.
|
10,000
(Ten thousand)
Shares
|
|
4.
|
MINNATUL
FERDOUS
W/o. Anupom Mostafa Karim,
D/o.Md. Delwar Hossain & Nasrin Akter
Permanent
Address: House No. 70, Road No. 09, Lalon Shah Sarak, Bananipara,
P.S.-Jhenidah, District-Jhenidah..
Present Address: 121/A,
Nationality: Bangladeshi by birth.
National ID No. 2690421359609.
TIN No: 225-108-4922
|
10,000
(Ten thousand)
Shares
|
Total =40,000(Forty thousand) shares
Date
the 11,day of April, 2011
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