Memorandum
GENERAL
MEETING
30. The general Meeting of the company will be
held within eighteen months of being company registered and after it minimum
one meeting will be held in calendar year, the next meeting will at least be
held within 12(twelve) and 15(fifteen. Place and time will be fixed by the
directors council. The said meeting will be called as "General
Meeting" and except this meeting the other meeting of the members in
"Additional General Meeting" or "Emergency Meeting".
31. Must have to
issue the notice of not more than fourteen days for the purpose general meeting
under section 87(2) of the company Act and in this notice if found any
unexpected error or happened any obstacle for getting notice of the members, so
the discussion taken in the general meeting will not be considered as
cancelled, through a short time notice the meeting may be called on the basis
of desire and consent of the all members.
32. In each of the general meeting, all of the
working procedures and process for to be taken up, there would at least be presented 2 of the member, in this condition,
there will be considered as quorum fill up.
Managing Director or the directors if be needed, there could be invited
of the general meeting. It would the general meeting of additional general
meeting what ever nature it comes.
33. In each of the general meeting, in special meeting, additional
meeting and Board Directors meeting among the directors of the company, there
would be appointed for one as the president. On behalf of the proposal and
against of it, due to the opinion of both parties, there will be come
applicable as approval or non approval.
34. If any proposal be accepted, at immediate after declare by the president and after
written in the company proposal or resolution book, this proposal shall be
treated as acceptance in over all opinion.
35. For any matter during the period of work completion of which
meeting will be held, for it about the purpose of vote demand, never will be
come to deviation. But it would be found as none other demand be arisen except
demand of vote.
36. In the memorandum of articles, of which kinds of
authorization, works, responsibilities and chance facilities are given upon the
managing director, any rules of it could be change by the share holders.
37. Every
physically present member will raise the hand and as one vote will be casted
for each member and in condition of pole each present member or representative
or power of attorney given vote as one vote will be contend for the purpose of
share of themselves.
34. Before 48
hours from meeting starting the meeting the representative appointment letter,
Power of Attorney or any other papers by which the representative has been
appointed for vote with signature and attested copy by the Notary Public must
have to deposit to the company office. Otherwise the said documents not be
considered as legal.
- If any member on whose demanded the deferred value of the share or
any other dues, that member shall have no right to present in the meeting
and to give vote and he/she shall have no right to represent of any other
member and by his/her presence not to be counted as quorum of the
meeting.
BOARD OF DIRECTORS
40. If there
is not taken the other type of decision in the general meeting of the general
meeting of the company, the number of directors of the company will be at least
two and not more than ten.
37. Determining of eligibility of the director will the share
number 100 of which each value 1000(one thousand) and the shares will in the
single name, it will not to be the name in jointly.
The following persons will be the first directors of the company:
(1)
Md. Joynal Abedin Molla
(2)
Mrs. Samsun
Nahar Lipi
(3)
Tanvir Ahmed
(4)
Sania Ahmed
(5)
Md. Jahangir Hossain Molla
(6)
Md. Monir Hossain Molla
Besides, if
there is needed, through the over all process, after taken of the new director,
there could be raise up number of director
upto 10(ten) persons and in this case, powers of the Managing Agent and
allowance will be determined on written basis by the directors council on
written basis.
a) In the company interest, through
the approval of the directors council, the company at any time, to any person
or organization could be appointed of the Managing Agent and in this case,
powers of Managing Agent and Allowance will be determined on written basis by
the Board of Directors.
43. In the General
Meeting, if there is taken in similar kinds of decision in each time, for the
purpose of presence in the meeting, to each of the director not more than 200/-
as per allowance and conveyance allowance or food and lodging which will be
expensed, those shall be borne by the company.
44. According to the
decision of the Board of Director, to the interest of the company and due to
given of the fixed remuneration or for the purpose of the unlimited period,
there could be appointed of the executive director, technical director or other
kinds of executive officers or employees could be appointed.
Managing
Director and Problems
45. Company business
and all of the works will be conducted under the supervision of Managing Director. Md. Joynal Abedin Molla
shall be appointed for the first time Managing Director of the company about a
period of 5(five) years.
46. In the above
mentioned rules, of which kind of power has been given to the Managing
Director, without any kind of deviation of it, the Managing Director will have
the power of the followings:
a)
Through
the approval of the directors council, he will be made loan or debt and in any
other means will be collected of the money and for the purpose of it, Kot,
Mortgage or any other kinds of Deposit given purpose, will be performed of the
functional deed documents, signature, seal given or any kind of similar works.
b)
Generally
he would be managed of the company work and supervision. He will be made
appointment to the General Manager, Secretary, Representative Organizer,
Lawyer, Scientist, Technician, Artist, Day Labor, Clerk and in other posts
necessary employees for appointment or release them from the service or suspend
and appointment of new persons to the suspended post and will be preliminary expensed on behalf of the company.
c)
He
would be acted as inform demand on behalf of the company, lodge of cases or in
any other means realizing of the company demand and release base receipt could
be given and for the purpose of due collection and with the company for
contract of any other party and against
of such contract violation party money rent, payable money, compensation etc.
for the purpose of collection, there could be lodge of the Civil, Criminal and
other kinds of any case/suit.
d)
He
will on behalf of the company will be purchased of the interest property or
interest right etc.
e)
He
would be appointed in any place of Bangladesh any company branch,
Establishment Representative and Deputy
Establishment Representative.
38.
If be presented two of the director in the
meeting, the quorum will be filled up, for only
as per of
any previous decision, if the stayed out side of the country or to be stayed in
other place, there could be made decision in the meeting, but it would be in
the written form.
39.
Allowance of the director and other
facilities will be accepted in the meeting of the
director's
council.
POWER OF THE DIRECTORS
40.
The overall
controlling power of the company will be on hand of the director's council and
all of the business and management responsibility will be on hand of the
managing director. The managing director will be borne about the expenses of
the Company establishment and the cost of Registration. There is not to be
prohibited according to the company Act of the year 1994 and which ever is
effected by the next legal amendment of its non opposite decision which may
accepted in the general meting of the company, such of all power shall be
conducted by the Managing Director. But in the general meeting of the company,
any kind of decision, there will not to be made any kind of work of the
directors which has previously done, at that time this decision is not accepted
or not to be effected.
CHAIRMAN
41.
Alhaj Mohammad Ali will be the first Chairman
of the Company. He would be established in this post for five years unless if
he is not to be treated as eligible in the Company Act Section 108(1) of not to
be resigned in self willingly. He would be treated as the chief executive of
the company. His salary and allowance and remuneration and other facilities
would be selected by the director's council.
42.
The Chairman could be invited at any time for the
meeting of the director's council. But if any director be wished to invited the
meeting of the directors council or to be wished, then he would be informed of
the Chairman on written basis and will be requested to invite of the meeting
and after received of the notice, the Chairman will be invite meeting at an
immediate.
43.
In each of the general meeting and in the meeting of
the director's council, the Chairman will be presided over. If be castled vote
in equal number in favor and dis-favor of the decision, the Chairman will be
castled his vote for selection of second place and his decision shall be
treated as final and he would be made sign to the decisions of all meeting.
44.
For any specific cause, if the Chairman be absented
or he is to be stayed our of the country or to be refused to conduct the
activities of any meeting on written basis, the present members would be
selected for the Chairman of that meeting.
45.
Any kind of decision is accepted in the meeting of
the directors council or in any meeting of the company and after declaration by
the Chairman and if be written it in the decision book of the company and if be
signed it by the Chairman, the fact of appropriate/truth or in this point, if
be written of vote and after this, there will not to be arisen of question if
it would be further election or not.
46.
If be arise for the demand of vote to elect of the
chairman or any question about postponed, the solution of it will be given by
the chairman.
47.
For the purpose of development of the company, there
will be made advising to any director including any managing director and after
it, for to implementation, there will be imposed responsibility to any director
including managing director.
48.
As per decision of the director's council, the
Chairman could be made sign in the Agreement with any other company,
Bank-Insurance or any other organization on behalf of the company which will be
treated as the company Act.
49.
The chairman could be made supervision of the
company office or any mill factory under of it or any organization or any kind
of business could be investigated at any time and could be taken early decision
in against of any mis-rule and for to make implementation, could be given for
necessary direction to any director including the managing director.
50.
The chairman could be made signing for sale and
purchase of any property and of any contract.
51.
Any kind of rent, account, salary of any employee,
allowance, bonus, income and expense etc. matter and in any official work, the
chairman and the managing director will be made joint signature.
52.
Bank Account of the company and signature of the
Bank Account Transaction, the Chairman will be signed it due to absent of the
managing director.
53.
The Chairman could act as the representative in any
field on behalf of the company.
MANAGING DIRECTOR
54.
The business and
all of the activities will be conducted by the management and supervision of
the managing director. Md. Alhaj Nazrul Islam will be the first Managing
Director of the company and he will be posted to this post for the period of
five years, unless, if he would be declared as not eligible according to the
company Act section 108(1). As per decision of the directors council, there
will be fixed about the remuneration of the managing director. There could be
made increase/decrease to the interest of the business.
55.
After put signature by the chairman about the
decisions of the directors council, the managing director will be performed for
to make implementation or make supervision of it.
56.
As per decision taken by the directors council, the
managing director will be taken with understand about conducting of the office
and all of the works of the office as like office rent, paying of different
bill, and imposed work of the Office Officers, Clerk, Cashier, Typist, Peon,
Guard, Sweeper including all other staffs and if be needed, there will be
provided for necessary directions.
57.
For to make implementation of the decisions taken by
the directors council, the managing director shall be responsible and to make
implementation of the decision, could be accepted co-operation of any director
including the chairman.
58.
If be wanted by the managing director, he could be
visited to any mill factory and organization under of this company and would be
submitted on written basis about the progress, demotion or change or extension
of the company to the Chairman which will be presented to the meeting of the
directors council for to take decision.
59.
While visiting of the managing director in any
organization under of the company and if be found any kind of mis-rule or
anti-position of any to the company, at
immediate he would be discussed with the chairman and could be taken for the
necessary action on joint signature with the chairman and it would be made pass
in the next meeting of the directors council.
60.
Salary Allowance, all of the expensed account including
the voucher and all other documents and relevant work, there would be the joint
signature of the managing direction and the chairman.
61.
The Managing Director would be made signing with any
organization, bank, insurance or any other organization for the agreement on
behalf of the company.
62.
As per taken decision by the directors council, the
managing director could be run any suit/case, to be appointed about Lawyer or
in this field could be performed for all kinds of works and on behalf of the
company could be replied about show cause notice.
63.
To the interest of the company, the managing
director could be set up office in any place of Bangladesh, to be appointed of
representative or to be submitted any kind of written recommendation the
chairman of the company and could be presented it in the meeting of the
directors council and will be come to awareness about the submitted decision.
64.
As per decision of the directors council, the
managing director could be sold or kept of any movable and immovable property
to the interest of the company by the joint signature of the company chairman
and by him and could be bought of any new property.
65.
As per decision taken by the directors council, the
managing director could be acted as representative on behalf of the company in
any field.
66.
As per decision
taken by the directors council, there will be started an account in any
schedule /commercial bank by the name of the company and this account would be
operated by the joint signature of the managing director and any of the
director and could be performed of the money deposit, withdraw etc. works. But
it would be performed according to the decision of the directors council.
YEARLY RETURN
67.
According to the
section 32 of the company Act, the yearly Return will be prepared by the
company.
COMPANY SEAL
68.
The common seal
of the company will be on the custody of the managing director. Those of
documents where will be this seal to be affixed which will be attested by any
directors authorized by the managing director or by the directors council.
Affixed of this seal and signing will be treated as final prove for given of
company seal on this document.
NOTICE
69.
Notices of the
company could be issued through the person, through the post office and after
given advertisement in the local newspaper, if not to be proved as similar and
if be posted after written of properly name and address and affixed with stamp
and if be posted it properly and then it will be treated as issued in timely.
71. If be given notice to any member through the
person or through the post office which will
be sent to
his address written in the members list. About the company related or in
related of winding up summon, advertisement, order, decree and all kinds of
documents will be included under the terms "Notice".
DIVIDEND AND RESERVE FUND
72.
Profit of the
said year and from the reserve fund kept for the previous year, dividend could
be given. There could be created about the special reserve fund from the
company profit by the director and to the fact of increase capital or will have
the right in full power to apply in any other means.
73.
The directors will be made reserved
tax and other funds in consideration after made deduction of the general
expenses and from the net profit and after of it, from the balance money, there
would be determined about the amount of the dividend.
74.
If be found more or less amount in
between of the paid capital among the different share holders, the company will
be distributed about the dividend according to the paid capital.
75.
Dividend will be declared in the
general meeting of the company, but the amount of it would be more than the
recommended dividend amount by the director's council.
ACCOUNT SHEET
76.
According
to the Companies Act 1994 of its section 181 or according to its rule or the
bearing amendment, the directors council be appointed one or one more account
examiner / auditor. Each of the account will be examined and after approved in
the general meeting will be treated as final.
But it would be counted except of the default account and this default
will be correct in early in later period.
AUDIT VERIFICATION
77.
For
to make audit of all the accounts of the company, there would be appointed one
or one more auditor. His or their activities would be controlled by the company
Act Rules of the year 1994 of its section 144 and 145 or state prepared
amendment made or if the effected by any other Act, will be controlled by
this. Profit and Loss account of the
company for each year and the balance sheet which is signed by the auditor and
the director would be presented to the general meeting of the company and would
be approved it and after of it will be treated as final account performed of
the said year. If be found any fault error in the audited account or if be needed
for to make amendment, there will be taken effective step before finalization
of the next year account about this matter.
ARBITRATION
78.
If
be found any difference opinion in any matter about the Memorandum of Article,
any
other fact of the Act or about the program of the
company or be found dispute in between of the company its members, this will be
solved according to the Arbitration Act of the year 1940 and to be sent to the
Arbitrator and each of the party would be appointed one of the Arbitrator. Two
of the disputed parties will be appointed one of the Umpires and their
judgement and decree will be treated as final and should be treated as
obligatory.
INDEMNITY AND
RESPONSIBILITY
79. The Managing Director and other directors, officers
and employees and to the interest of the company and during to the period of
maintaining of the company duty in simplicity of mind and if be found for a
loss and to be expensed money, then the company will be made compensation to
him or to them. But this kind of loss or money expense will not to be occurred
for any kind of negligence of any body. This demurrage will be paid from the
own fund of the company and this kind of demand application will be given
preference than any other demand application.
WINDING UP
80. If it is come to a position for to winding up of
the company and for to distribution of the property of the company among the
members and in support of fully paid about the collected capital if be found
non-sufficient, then these property will be distributed according to the amount
of the paid capital and as such the members could be made acknowledgement about
the amount of self ownership that means before the winding up which should be
paid to them. If the company property on
behalf of distribution among the members and to paid up collected capital is
found sufficient and up to this part will be distributed according to the
amount of share ownership of the company.
29. 3 (Three)
members must have to present in the general meeting to accept the work report
and procedures and the decision will be taken as per jointly decision.
30. The
Directors when feel necessity of general meeting they shall have the right to
call the same, it may be general meeting or additional general meeting.
31. The chairman
of the Board of Directors of the company will precede each general meeting, in
any meeting it equal number of vote to be caste in position and opposition, the
chairman will. At any time if the chairman will be absent or if the chairman
will disagreed to conduct the works the present members will select the
chairman.
32.
The meeting which will be held for the purpose of
work performance of any subject, that is never to be obstructed for the purpose
of vote demand, but if not wise any question except demand of vote.
