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THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

(A PRIVATE COMPANY LIMITED BY SHARES)


MEMORANDUM

AND

 ARTICLES OF ASSOCIATION

 OF

  AMMIZAAN BANGLADESH LIMITED

 


THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

(A PRIVATE COMPANY LIMITED BY SHARES)

 

 

 

  1. The name of the company is AMMIZAAN BANGLADESH LIMITED.
  2. The Registered office Address: Holding no- 1492-00, MS Club Math, Maltinogor, Word No- 11, P.O: Bogura, P.S: Bogura sodor, District- Bogura.
  • The object for which the company is established are all the object will be implemented after obtaining necessary permission from the Government /concern authority /competent authority before commencement of business:

 

 

  1. To carry on the business of Online shopping, Outsourcing business, Higher Education business.
  2. To carry on the business of Housing, furniture, fish farms, medical services, transportation, land purchase sales, cement factory, Auto rice mills, poultry farms, dairy farms, Contracting business, A auto bricks, All kind of mobile banking Distributors, All kind of mobile banking agent.
  3. To carry in Bangladesh or elsewhere trade, business manufacture, and to act, as business agent, managing agents, selling agents, local agents, sub-agents, sole agents, handling agents, commission agents, indenting agents, indenters, stevedores, brokers for the benefit of the company.
  4. To engage in the businesses related to the activities of real estate developer, land developer, satellite city developer, construction contractor, housing solution provider, and collecting rents and to engage in and all the business relating to the services of landlords, Garments business, Affiliate Marketing, Car Business, Tea Business, Restaurant Business, Micro credit business, software business, Food Business, Transportation Business. .
  5. To carry on the business and to act as Merchants, Traders, Indenters, Commission Agents, Shipping Agents, Cleaning and Forwarding Agents, Distributors, Export and import business, Stockiest and sales of any product of any Foreign or local company in Bangladesh or elsewhere of the world.
  6. To carry on any and all the permissible trading business of importers, exporters, stockiest, and general order suppliers, food and beverage product & equipment supplier, and to act as traders, importers, exporters, of any commodities representation of overseas and Bangladesh business organizations, commission Agents, clearing forwarding Agents, buying and selling agents, foreign brokers as the company may think fit.
  7. To carry on the business of marketing, import, export, manufacturing, assembling, installing, repairing, buying, selling in Bangladesh & abroad of all kinds of Aluminum/ Steel/ electrical/ electronic/ digital products, furniture and sorts of allied products, peripherals including electric/ electronic/digital equipment like transformer, electric iron, electric switch, IPS, UPS, computer, computer monitor, computer software, networking accessories, cooling tower, chiller, air handing unit, fan coil unit, refrigerator, television, air condition, oven, water pump, motor, power generator Diesel/Gas, vertical lifter, escalators, industrial exhaust fan, humidifier, de-humidifier, digital camera, industrial compressor, electrical cable, energy power light, optical fiber, telephone.

 

  1. The liability of the members is limited by share.
  2. The Authorized Share capital of the company is Tk. 500000.00 (Five lakh) only divided into 5000 (Five Thousand) ordinary shares of Tk. 100/- (one hundred) taka each with power to increase and reduce the capital and to divided the share in the capital for the time being into several classes and to attach thereto respectively such preferential qualified deferred or special right or privileges or conditions as may be determined by or in accordance with the articles of the Company and to very or modify of abrogate any such rights privileges and condition as may be for the time being provided by the articles of the company.

 

 

We, the several persons, whose names, address and signatures subscribed below, are desirous of being formed into a Society pursuant to the Memorandum of Association :-

 

Sl No Name, Address of Subscriber Position Signature
1 Name: MST. ASMA KHATUN

Father Name: Md. Anisur Rahman

Mother Name: Asyea

Phone: 0176881389

E-mail: ammizangroup@gmail.com

DOB : 14-05-1982

NID : 101888354

TIN:  2477233185

Address: Vill: Koltapara ,     P.O:  RDA ,                P.S: Sherpur, Bogura.

 

 

 

 

Chairman

 
2 Name: MD. APEL MAHMUD

Father Name: Selim Reza

Mother Name: Mst. Asma Khatun

Phone: 017381528

E-mail: mahmud.apelof@gmail.com

DOB : 08-10-2001

PASS : BW 002014

TIN:  1182404336
Address:   Vill: Koltapara ,     P.O:  RDA ,                P.S: Sherpur, Bogura.

 

 

 

 

Managing Director

 
 Witness 1

 

Name: Md.Motiar Rahman
Advocate Dhaka Judge Court

Address: 109 Green Road, Farmgate, Tejgaon, Dhaka- 1215

Phone:01725448317

 

 Witnes 2

 Name: Md. Sahadat Hossain
Income Tax Practitioner of NBR

Address: 109 Green Road, Farmgate, Tejgaon, Dhaka- 1215

Phone: 01714543232

 

 


 

 

ARTICLE OF ASSOVIATION

 OF

  AMMIZAAN BANGLADESH LIMITED

 

PRELIMINARY

 

  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 private limited company shall apply 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 or by any statute.

 

INTERPRETATION

 

  1. Unless there be something repugnant in the subject or context inconsistent there with-

 

  1. “Act” means the Companies Act. 1994.

 

  1. “Company” means the AMMIZAAN BANGLADESH LIMITED

 

  1. “Special Resolution”, “Extra ordinary Resolution”, have the meaning assigned thereto respectively by the Act.

 

  1. “The Chairman” means the Chairman of the Company for the time being elected.

 

  1. “The Director” means the Director of the Company for the time being.

 

  1. “Managing Director” means the managing Director of the Company for the time being.

 

  1. “Board” or “Board of Director” means the Board of Directors of the Company for the time being.

 

  1. “The Office” means the Registered Office of the Company for the time being.

 

  1. “The Register” means the Register of members to be kept pursuant to companies Act.1994

 

  1. “Dividend” includes bonus.

 

  1. “Proxy” includes Attorney duly constituted under a power of Attorney.

 

  1. “In Writing” means written or printed, partly written and partly printed and includes lithography, type printed and other means representing word in visible form.

 

  1. “Year “means the English Calendar year as followed by the company.

 

  1. “Month” means the Calendar month according to the English Calendar Year,

 

  1. Word importing the singular number includes the plural number and vice versa.

 

  1. Word importing the masculine gender only includes the feminine gender.

 

 

 

 

PRIVATE COMPANY

 

  1. The Company is a Private Limited Company with the meaning of section 2
  • Under Clause (Q) of the Companies Act,1994 and accordingly the following shall apply:
    1. No invitation shall be issued to the public to subscribe for any share or of the

Company.

  1. The number of the members of the Company (exclusive of persons in employment of the Company) shall be limited to fifty provided that for the purpose of this provisions where two or more persons held one or more shares jointly in the Company they shall be treated as a single number, and

III. The right to the transfer the shares of the Company shall be restricted in the manner hereinafter appearing.

 

COMMENCEMENT OF BUSINESS

 

  1. The Business of the Company may be commenced as soon as after the incorporation of the company as the board shall think fit.

 


 

SHARE CAPITAL

 

  1. The Authorized Share capital of the company is 500000.00 (Five lakh) only divided into 5000 (Five Thousand) ordinary shares of Tk. 100/- (one hundred) taka each with power to increase and reduce the capital and to divided the share in the capital for the time being into several classes and to attach thereto respectively such preferential qualified deferred or special right or privileges or conditions as may be determined by or in accordance with the articles of the Company and to very or modify of abrogate any such rights privileges and condition as may be for the time being provided by the articles of the company.
  2. The shares shall be under the control of the Board of Directors who may allot in cash or consideration other than cash or otherwise dispose of the same to such person in such manner or on such terms and condition as the Board of Directors think fit.

 

SHARE CERTIFICATE

 

  1. The certificate of the title to share and duplicate there of when necessary shall be issued under the common seal of the company and singed by the Chairman/ Vice-Chairman and Managing Directors of the company.
  2. If any share certificate is defaced or 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 delivery of the old certificate and in case or payment of such sum not exceeding TK.200.00 as the Directors may from time to time require.

 

TRANSFER AND TRANSMISSION OF SHARES

 

  1. With the approval of the Board of Directors any shares may be transferred by a shareholder to his family members such as to his wife or her husband, son, daughter, brother, sister, father, mother or any person, trust whether created by shareholder or anyone of else except as aforesaid but no share can be transferred to any person who is not a member of the company or so long as any member willing to purchase the same at the fair value determined by the Board of Directors at their desecration. The procedure for ascertained any member who willing to purchase any share shall be determined by the Board of Directors.
  2. The instruments of transfer of any share in the company shall be executed both by the transferor and transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof.
  3. The share of each shareholder shall transmit on his death to his or her heirs or other legal representative and where is no will or no letter of administration have been taken out shall upon proof of his or her title which may be considered satisfactory by the Directors be recognized by the company as being entitled to the shares of the deceased shareholder and where there is will, probate or letters of administration a copy of the same shall be submitted before such title can be recognized.

 

ALTERATION OF CAPITAL

 

  1. The Directors may with the sanction of the company in General meeting increase the share capital of such sum to be divided into share of such amount, as the resolution shall prescribe.
  2. The company may with special resolution reduce its share capital in any manner and with subjects to any incident authorized and consent required by law.

 

 

 

BORROWING POWER

 

  1. The Board of Directors may from time to time raise or borrow any sum or sums of money for the Company from any person, Bank, Firms, companies and particularly from any Directors and may secure the payment of such money in such manner and upon such terms and conditions in all respects as they thick fit and in particular by the issue of debentures of the company exclusive any persons by making, drawing, accepting or 3ndorsing on behalf of the company any promissory notes or giving or issuing any other security of the company, perpetual or terminable and with or without a trust deed charged upon all or any part of the property of the company (both present and future) including its uncalled capital for the time being.

 

GENERAL MEETING

 

  1. The first Ordinary General Meeting of the company shall be held within 18 months from the date of incorporation and thereafter once in every calendar year at such time not being more than 15 months after the holding of the last preceding general meeting and in such time and place as may be determined by the Directors. All other meeting of the company shall be called Extra-Ordinary General Meeting.
  2. The Directors may at any time call an extra ordinary general meeting and extra ordinary general meeting may also be called by the shareholder on requisition in accordance with the provisions of section 84 of the companies Act.1994.

 

PROCEEDING AT GENERAL MEETING

 

  1. Subject to the provisions of Section 87 (2) of the Act related to special resolutions at least fourteen days notice from the date posting, the notice specifying the place the date and hour of the general meeting shall be and in the case of special business, the general nature of such business shall be and notified to the members, which may, with the written consent of all the members, be called by shorter notice and in such manner as the members think fit.

 

QUORUM

 

  1. (A) No business shall be transacted at any general meeting unless the quorum of members is present at that time and when the meeting proceeds 2 (Two) members present in person or by proxy shall be Quorum in any board & General Meeting.

 

(B) In case any one of the Directors disagree/ unwilling to sing any documents, decision be    given by the majority of the Board by written resolution.

 

 

  1. The Chairman of Board of Directors shall preside over every general meeting in absence of Chairman any Directors elected by the Board shall preside over the meeting.
  2. In any General Meeting a resolution put to vote members shall be decide by a show of hands unless a poll is demanded in accordance with the provisions of section 85 (1) (GA) of companies act, 1994.

 

VOTE OF MEMBERS

 

  1. On a show of hands every member present in person shall have one vote on a poll, every member present in person or by proxy or attorney shall have one vote for each share held by him.
  2. The instrument appointing a proxy shall be in writing under the hand of the appointee or of his attorney duly authorized in writing or if such appointee is a corporation under its common seal or under the hand if its attorney.
  3. No member shall be entitled exercise any vote either personally or by proxy at any meeting of the company in respect of any share registered in his name on which any call or other sums presently payable by him have not been paid or in respect to which the company has exercised any right of lien.

 

 

                                                            DIRECTORS

 

  1. Unless otherwise determined by the company in General Meeting the number if Directors shall not be less than 2(Two) and not more than 10 (Ten).
  2. The Qualification of a Director shall be the holding in his/her own name or as nominee at least 500 (Five Hundred) ordinary shares Tk. 100/- (One Hundred) taka each.
  3. The following persons shall be the Board of Directors of the company ;

 

  1. MST. ASMA KHATUN
  2. MD. APEL MAHMUD

 

  1. Unless the Board of Directors decides otherwise each Directors shall receive by way of remuneration a sum not exceeding Tk.500.00 per meeting attended by him/her and the traveling and other allowances as may be decided by the Board of Directors from time to time.

 

  1. The Directors shall have power at time and time to appoint of any other person to be a Directors of the company either to fill up a casual vacancy or as an addition to the board by co-operation so that the total number of Directors shall not at any time exceed the maximum number of Directors fixed by the company.

 

 

 

 

Qualification Share

 

  1. The Qualification of a Director shall be the holding in his/her own name or as nominee at least 500 (Five Hundred) ordinary shares Tk. 100/- (One Hundred) taka each.

 

 

POWER AND DUTIES OF DIRECTORS

 

  1. The board of Directors shall have power at any time and from time to time to appoint any other person to be a Directors of the company either to fill up a casual vacancy or an addition to the Board by co-operation so that the total number of Directors shall not at any time exceed maximum number of Directors fixed by the company.
  2. The management of the business of the company shall be in the hands or the Board of Directors who may pay such expenses of any preliminary and incidental to the promotion , establishment and registration of the company and do such acts as may be exercised and done by the company as are not forbidden by the states or by this Articles required to be inconsistent with the aforesaid regulations or provisions as may be prescribed by the company in General Meeting, which shall be valid and effectual.
  3. The Board of Directors shall provide for proper discharge of the company’s Seal, Every instrument to which the Seal is affixed shall be signed by the Managing Directors.
  4. Each Director shall be responsible for proper discharge of the company business that may be entrusted to him/her by the Board.
  5. The office of a Directors shall ipso facto be vacated if :-

 

  1. a) He is found to be of unsound mind by a court of competent jurisdiction or

 

  1. b) He is adjudged an insolvent or

 

  1. c) He fails to pay calls made on him in respect of shares held by him within two

Months from the date of such calls being made or

 

  1. d) absent himself from three consecutive meeting of the Directors or from all meeting of the Directors for a continuous period of three months which ever is longer without leave of absence from the Board of Directors or

 

  1. e) he or any firm of which he is a partner or any private company of which he is a member of Directors accepts a loan guarantee from the company in contravention of the act or

 

  1. f) He acts in contravention of the act or

 

  1. g) By notice in writing to the company he resigns his office

 

 

                                                  CHAIRMAN

 

  1. ASMA KHATUN shall be the first Chairperson of the company and he shall hold office for a period of 5 (Five) years he resign voluntarily or disqualified under the provision of the Companies Act, 1994.
  2. The Chairman of the Company shall preside over all General Meeting as well as Board of Directors Meeting and supervision all the activities of the company.

 

 

MANAGING DIRECTOR

 

  1. APEL MAHMUD shall be the Managing Director of the company and he shall hold office for a period of 5 (Five) years of he resigns voluntarily or disqualified under the provision of the Companies Act, 1994.

 

  1. Subject to the control and supervision of the Board of Directors the Managing Director shall exercise the following powers;

 

To generally manage all concern and affairs of the company to appoint and employ, officers, agents, advisors, organizers, engineers, scientist, technicians, labors, servants, and other for the purpose of the company to remove or dismiss them and to appoint others in their place and to pay or cause to pay such salaries, wages, commission, allowances or other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the company.

  1. To promote, transfer or re-designate any employee.
  2. To sign documents for and on behalf of the company or to delegate the power to any Directors, officer person or attorney and subject to approval of the Board to give General power or attorney on behalf of the company.
  3. To purchase, sell, left out or exchange or otherwise dispose of absolutely or conditionally and property asset of the company for the purpose of the company. Subject to the approval of the Board of Directors.
  4. To settle, compound, submit to arbitration and/ or to withdraw actions, accounts, claims, demands whatsoever whether arising in any legal proceeding or not.
  5. Subject to the approval of the Board of Directors to purchase or otherwise acquire at such prices and generally on such terms and conditions as he may deem fir any property, right, privilege and concession as the company or dispose of the same on behalf of the Company as he may deem fit and proper.
  6. To execute and to do, in the name of the company, all such deeds and things as are necessary welfare of the company.
  7. To sign and to verify plaints, written, statements, petitions, vakalstnamas authorising legal practitioners to act on behalf of the Company in all courts, civil, criminal of revenue within Bangladesh or abroad.

 

 

BANK ACCOUNT

 

  1. The Company shall open Bank Account with any commercial Bank/Banks and shall be operated under the signature of Managing Directors of the company or authorized person or persons as decided by the Board of Directors.

 

ADVISER

 

  1. The Board of Directors may from time to time appoint any suitable and acceptable persons (S) as Adviser of the Company.

 

ACCOUNTS AND AUDIT

 

  1. The Directors shall cause to be kept proper books of accounts as provided in section 181 of the Companies Act, 1994. An Auditor shall be appointed and his or their duties regulated in accordance with section 210 to 213 of the Companies act or any statutory modification therefore for the time being in force.

 

Every account when audited and approved at the General Meeting shall be conclusive except so far regards to and error. Any such error when discovered within or before the audit next account shall be corrected for therewith.

 

 

DIVIDEND AND RESERVE

 

  1. The Company in General Meeting may declare dividends but no dividend shall credited as paid up on their respective shares or the members in the capital of the Company at the date to declaration of the dividend after creation of reserve as they think it.
  2. No dividend shall be payable except out of the profits of the company of the year or any other undistributed profits and no dividend shall carry interest as against the company.
  3. The Board of Directors shall have absolute directions as to the employment of the reserves created out of the net profit of the company and in declaring fully paid bonus share out of profit.
  4. The Board of Directors may from time to time pay to the members such interim dividends as appear to the Directors to the Directors to justify by the profits of the Company.

 

COMMON SEAL

 

  1. The shall have a common seal and where the seal is affixed shall be countersigned by the Chairman, Managing Directors or any other Directors, if so authorized by the Board, such seal and signature shall be conclusive evidence of the fact that the seal has been properly affixed.

 

INDEMNITY

 

  1. Every Directors, officer and servant of the Company shall be indemnity by the company for all losses and expenditure by him/her or them respectively in or about the discharge of his/her duties except when such happen from respectively willful act, neglect or default and in it will be duty of the Directors of pay cash, out of the funds of the Company, all losses and expenses which any Directors, officer or servant may have incurred in any way in the discharge or their respectively duties. The amount for which indemnity so provided shall immediately attach lien over the property of the company and shall have priority over all other claims.

 

SECRECY

 

  1. The Managing Directors, Directors, Manager, Security, Auditors, Accountants, Officer, Agents or other person employed in the business of the Company shall have to observe strict secrecy respecting all members which may come to his knowledge in the discharge of the duties when required to do so by resolution of the Company or by court of law or where the person connected required to do so in order to company with any provision of the law or in these presents. The Directors shall have absolute discretion as to the statement of the reserve created out of the net profit of the Company and in declaring fully paid bonus shares out of the profits.

 

 

ARBITRATION

 

  1. 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 on regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reason of those presents or of the statutes or any of them, such difference shall be forthwith referred to two Arbitrators, one to be appointed by each party and difference to an Umpire to be chosen by the Arbitrators before entering on the consideration in accordance with the provisions of the Arbitration Act, 2001.

 

WINDING UP

 

  1. If the Company shall be wound up the surplus assets (subject to any rights attached any special classes of shares forming part of the capital for the time being) of the Company be applied first in the repayment of capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members in proportion to the number of shares held by them respectively.

 

  1. The Director, the Secretaries, the Auditors and other officers or servants for the time being in relation to any of the affairs of the be indemnified out of the assets of the Company from and against all any act done or omitted in or about the bonafied exaction of their duty.

 

কোম্পানি রেজিস্ট্রি বিষয়ে আরো কোন প্রশ্ন থাকলে ফোন করুন – 01714543232 এই নম্বরে

 

কোম্পানি বিষয় আরো ভিডিও দেখতে পারেন এখান থেকে

কোম্পানি খোলার প্রক্রিয়া:  https://www.youtube.com/watch?v=W0kBY_kLtoc&t=54s

কোম্পানির রেজিস্ট্রেশন ফি ঃ https://www.youtube.com/watch?v=7cUsVaXOJpg&t=43s

 

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