THE COMPANIES ACT, 1994
(ACT. XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
Memorandum of Association
I. The name of the Company is ————- LIMITED.
II. The Registered Office of the Company will be in Dhaka.
III. 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, rules or regulations:
1. To carry on the business of real estate, housing 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 centre, shopping complex, community centres. And to arrange for sale or let out of those to general public or to hold it for their management.
2. 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, 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.
3. To provide lands, buildings, apartments, houses, flats, rooms, huts, or other accommodation constructed or to be constructed by the Company for members thereof and others on their behalf construct such buildings apartments, houses, flats, rooms, huts and other accommodation on terms and conditions that may be agreed upon by and between the parties.
4. 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.
5. To act as Consulting Engineers, Architects, Planner, Surveyors & Demographic Surveyors, Estimators, Valuers, Designer and Supervisors.
6. 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.
7. To carry on the business of construction, manufacture, import, export, erection, fabrication of aluminium doors & windows, all interior decorative works, Paints, Plastic, timber, Glass & furniture works, sound control works and acoustics, works with Gypsum board, Mineral board, Ply wood, Painting & varnishing & related works requiring interior & exterior design.
We, the several persons whose names and address are subscribed are desirous of being formed into company in pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the capital of this company set opposite to our respective names:-
THE COMPANIES ACT, 1994
(ACT. XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
Articles of Association
1. The Regulations contained in the schedule-1 of the companies Act, 1994 shall apply to this company with respect to such provisions as are applicable to a Private Limited Company , 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.
2. In construing of these Articles unless there shall be something repugnant in the subject or context inconsistent there with:-
a) “Act” means the Companies Act, XVIII of 1994.
b) “Company” means the ——— LTD.
c) “Office” means the Registered Office of the Company for the time being.
d) “Year” means the English Calendar year as followed by the Company.
e) “Month” means the calendar month according to the English Calendar year.
f) “Directors” means the Board of Directors of the Company for the time being.
g) “Board” or “Board of Directors” means the Board of Directors of the Company for the time being.
h) “In Writing” means written or printed, partly written and partly printed and includes lithography, type printed and other means representing word in a visible form.
i) Word imparting the singular number only includes the plural number and vice versa.
j) “Member” means the legal owner the share name where of being appeared in the Members register.
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, debenture of the company;
b) The number of members of the Company (exclusive of the persons in the employment of the company) shall be limited to fifty; and
c) The right to transfer shares of the company is restricted in the manner and to the extent hereinafter provided.
4. The Authorized Share Capital of the Company is Tk. 10,00,00,000/- (Ten Crore) divided into 10,00,000 (Ten Lac) Ordinary Shares of Tk. 100/- each with power to increase or reduce the same value of its shares.
5. Subject to the provisions of the Articles, the share shall be under the control of the directors who may allot or otherwise dispose of the same.
COMMENCEMENT OF BUSINESS
6. The business of the Company shall be commenced from the date of incorporation of the company.
7. 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.
8. If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued 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.5.00 as the Directors may from time to time require.
9. 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, the company lien, if any, on a share shall extend to all dividends payable thereof.
TRANSFER AND TRANSMISSION OF SHARES
10. 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. 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.
11. The certificate of shares shall accompany the Instrument of Transfer of shares for transfer of shares previously approved by the Board of Directors.
12. In the case of death of a member, the survivor where the deceased was a joint holder, and the legal personal representative of the deceased where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares, but this Articles does not release the estate of a deceased sole/joint holder from any liability in respect of the said share.
13. 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, 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.
14. 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 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”.
15. 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.
APPOINTMENT AND REMOVAL OF A DIRECTOR
16. The company may appoint or remove a Director from the company in its Annual General Meeting.
PROCEEDING OF GENERAL MEETING
17. Subject to the provision of section 87(2) of the Companies Act, relating to special resolutions at least fourteen days notice specifying the place, the day and the hour of the general meeting and in case of special business, the general nature of such business, shall be given to the members in such manner as may be prescribed by the company in a general meeting, but accidental omission to give such notice, to or non-receipt of such notice by any member shall not invalidate the proceedings of the general meeting. A general meeting may, with the consent in writing of all the member be convened by a shorter notice and in any manner they think suitable.
18. 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. TWO members personally present shall form the quorum of any general meeting.
VOTE OF MEMBERS
19. No member shall be entitled to vote unless all installments or calls or other sum or sums presently payable by him, in respect of his holding of shares in the company has been paid.
20. 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.
21. The following persons shall be the first Directors of the company.
22. The qualification of a Director shall be holding of share of 1000 (One thousand) ordinary shares of Tk. 100/- each in the Share Capital of the Company in his/her own name alone and not jointly with any others.
23. The remuneration of a Director shall not exceed Tk. 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.
24. If any Director be called upon to perform any extra service or to make any special exertion for the Company, 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.
25. Every Director shall vacate his office in the event of:
a) He is failing to obtain the qualifying share.
b) He becoming bankrupt or insolvent or on becoming unsound mind.
c) He resigning from the office by giving notice in writing to the company.
d) And if he acts in contravention of the section 86(f) of the Companies Act 1994.
26. Until otherwise determined by the Company in general meeting 2 (TWO) Directors present in person shall form the quorum of board meeting.
POWER OF DIRECTORS
27. 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, 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, 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.
28. Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these presents, it is hereby expressly declared that the Directors shall have the following powers that is to say, power:-
a) To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.
b) To purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire at such price and generally on such terms and conditions, as they think fit.
c) To pay for any property, rights, 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.
d) 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.
e) To accept from any member, on such terms and conditions as shall be agreed but subject to the provisions of the act, as surrender of his share or any part thereof.
f) 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, and from time to time to vary or realize such investments.
g) 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, recreation centers and hospitals which will, the opinion of the Directors, tend to increase the repute of the company among its employees and the public.
29. ———- shall be the first Chairman of the Company for a period of 5 (Five) years from the date of incorporation. He will preside all over the meeting and supervision all the activities of the company.
30. ———- shall be the first Managing Director of the company for a period of 5 (Five) years from the date of incorporation. His remuneration shall be fixed by the general meeting.
31. Subject the control and supervision of the Board of Directors, the Managing Director shall exercise the following powers:-
a) Control over the management of the business of the company with full power to do all acts, matters and things deemed necessary, proper and expedient for carrying on the normal day to day business of the Company.
b) To make and sign all contracts to the business of the Company including contracts for sales and purchases and contracts for leases of property.
c) To have the engagement and dismissal of managers, other officers, assistants, clerks, agents and special services and to determine their authorities and duties and to fix their authorities and to fix their remuneration’s.
d) Full power to draw, sign, accept, endorse and negotiate, on behalf of the company, all bills of exchange, promissory notes, cheques, government papers and securities and all other instruments as shall necessary, proper and expedient for carrying on the business of the company.
e) 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.
f) All the power, 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.
32. 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.
33. 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.
34. The Directors shall cause to be kept proper books of account with respect to:-
a) All sums received and spent by the Company.
b) All sales and purchases of goods and services by the Company.
c) The assets and liabilities of Company.
35. 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.
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.
37. 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.
38. 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.
39. 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.
40. 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.
We, the several persons whose names and address are subscribed are desirous of being formed into company in pursuance of this Articles of Association, and we respectively agree to take the number of shares in the capital of this company set opposite to our respective names:-