THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
(A PRIVATE COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
ENKA INTERNATIONAL LTD.
- The name of the company is ENKA INTERNATIONAL LTD.
- The Registered office Address: village: Kerani Haat, PO- Satkania, PS- Satkania, District: Chittagong
- 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 manufacturing, trading, buying, selling, indenting, exchanging, converting, altering, importing, exporting, processing, Marketing, distributing, stocking, Merchandising and wholesaling consumer and Food product.|
|2.||To carry on the business as builders, property developers, Civil, mechanical and labor contractors, building and erection engineers, dealers in, importers, exporters and manufactures of prefabricated and precast houses, materials, tools, implements, machinery and metal ware in connection therewith or incidental thereto and to carry on any other business that is customarily, usually and conveniently carried on therewith in or outside India and 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 dispose off or maintain the same.|
|3.||To carry on all or any of the business as the manufacturers, processors, the converters, the spinners, the weavers, the finishers, the producers, the suppliers and contractors, the exporters, the importers, the distributors, the agents, the traders, the wholesalers, the retailers, and the dealers of all kinds of knitted wear products, garments accessories (bags, hand bags etc.) readymade garments, worsted yarn, sweaters, and other allied products, specialized textile cotton, silk and synthetic products, spooling and thread tape lace|
|4.||To carry on the business of Construction item, Paper, Jute item, Leather item, Textiles, Paper item, car, Cement, exercise instrument, Sports item, Medical oriented product, candy, mobile phone, computer parts, cosmetic item, Medicine, and all types of Stationery item production. Do business of sole agents, sole distributor’s commission agents, and manufacturer’s representatives, manpower recruiting agents.|
|5.||To maintain all information relating to the clients business operations, practice and related systems in absolute confidentiality. The success surmounted through the humble reputation of developing various software at attractively low cost ensuring better product lives.|
|6.||To carry on all or any of the business of running operating, managing and supplying data processing and information retrieval systems (whether or not remotely located and including but not limited to telex systems) and systems utilizing the capture storage processing, transmission or reception of message and signals (including but not limited to data, sound and visual images) by with the aid of, in conjunction with, or in any way utilizing computers operating, managing, supplying and dealing in services and facilities of all kinds which incorporate, use or are used in conjunction with in connection or ancillary to, systems of such description as aforesaid or any of the apparatus and equipments comprised therein.|
|7.||. To establish agencies or business or branches in home or elsewhere and regulate all things which the company lawfully may do as principals, agents, trustees, contractors or otherwise. To enter into any agreement or contract or deal with any kind of company, firm or persons for business and trade or run any industry with any means which benefit or profit to the company. To take or otherwise acquire and hold shares in any other such company having main objects altogether or in part similar to those of this company. To make draw, accept, discount, execute,|
- The liability of the members is limited by share.
- The Authorized Share capital of the company is Tk. 1000000.00 (Ten Lakh) only divided in to 10,000 (Ten Thousand) ordinary shares of Tk.100.00 (One Hundred) 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, Description and Nationality of the Subscribers.||Position of the Subscribers.||Signature of the Subscribers.|
|1.||Name: Mohammad Alamgir
Father Name: Mohammad
Mother Name: Laila B
DOB : 20/11/1977
NID : 1528204239
Address: Holding-647, Chamdar Para, West Demsha, PO- Satkania, PS- Satkania, PO-4386, Dis- Chittagong
|2.||Name: Md. Korban Ali
Father Name: Md. Badiul
Mother Name: Rehena
DOB : 08/12/1987
NID : 15282190000
Address: Aeochia (Deodighi), PS-Satkania, PC- 4386, Dis- Chittagong,
Dated the …………………………………day of …………………………………………………………….2019.
THE COMPANIES ACT 1994
(ACT XVIII OF 1994)
(A PRIVATE LIMITED COMPANY BY SHARES)
ARTICLE OF ASSOCIATION
ENKA INTERNATIONAL LTD.
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.
Unless there be something repugnant in the subject or context inconsistent therewith-
- Act means the Companies Act. 1994.
- Company means the ENKA INTERNATIONAL LTD.
- Special Resolution, “Extra ordinary Resolution”, have the meaning assigned thereto respectively by the Act.
- The Chairman means the Chairman of the Company for the time being elected.
- The Director means the Director of the Company for the time being.
- Managing Director means the managing Director of the Company for the time being.
- Board or Board of Director means the Board of Directors of the Company for the time being.
- “The Office” means the Registered Office of the Company for the time being.
- “The Register” means the Register of members to be kept pursuant to companies Act.1994
- “Dividend” includes bonus.
- “Proxy” includes Attorney duly constituted under a power of Attorney.
- “In Writing” means written or printed, partly written and partly printed and includes lithography, type printed and other means representing word in visible form.
- “Year “means the English Calendar year as followed by the company.
- “Month” means the Calendar month according to the English Calendar Year,
- Word importing the singular number includes the plural number and vice versa.
- Word importing the masculine gender only includes the feminine gender.
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:
- No invitation shall be issued to the public to subscribe for any share or of the Company.
- 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
- The right to the transfer the shares of the Company shall be restricted in the manner hereinafter appearing.
COMMENCEMENT OF BUSINESS
The Business of the Company may be commenced as soon as after the incorporation of the company as the board shall think fit.
The Authorized Share Capital of the Company is Tk. 1000000.00 (Ten Lakh) only divided in to 10,000 (Ten Thousand) ordinary shares of Tk.100.00 (One Hundred) each with power to increase or reduce the capital and to divide the share for the time being into different classes and to attach there to such qualified or any special rights privileges and conditions or to consolidate or sub divide the shares and shares of higher or lower denomination.
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.
INCREASE OF SHARE CAPITAL
The board of Director may, if required, allot any number shares to increase its paid up share capital by the issue of new shares, such increase is to be of such amounts and to be divided into shares of such respective value as the Directors shall think fit.
ALTERATION OF CAPITAL
The Board of Directors may, if required, allot any number of share to increase its paid up share capital by the issue of the new shares. Such increase is to be such amounts and to be divided into share of such respective value as the Directors shall think fit.
CALL ON SHARES
The Directors may time to time make calls upon the members in respect of any money remaining unpaid on the shares held by them. But no calls shall be less than twenty five percent of the nominal value of the shares.
Every member shall, subject to receiving fourteen days notice specifying the time and place of payment, pay to the company the amount called on the shares held by him, at the time and place so specified in the notice. The Directors may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment.
The certificate of the title to share and duplicate thereof 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.
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
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 construction of these articles.
No. share shall be transferred to any outsiders as long as any existing member is willing to purchase the same as a fair value to be determined by the Directors in a Board Meeting. The certificate of shall accompany the Instrument of Transfer of shares for transfer of shares previously approved by the board of Directors. In the case of death of a member, the survivor where the deceased was a joint holder shall be the shares, but this Article does not release the estate of a deceased sold/joint holder from any liability in respect of the said share.
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.
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.
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
Subject to the provision of section 87(2) of the Companies Ac. relating to special Resolution not less than 21 days notice at least specifying the place, the day and the hour of the meeting and in case of any special business the general nature of such business shall be given in the manner here in after provided or in such other manner as may be prescribed by the company to such persons as are not for bidden under the Companies Act. Entitled to receive notice from the Company. The non-receipt of notice by any member shall not invalidate the proceeding of any General Meeting.
2 (Two) Members present in person shall from a quorum for holding Annual general meeting. No business shall be transacted at any general meeting unless the quorum of members is presented at the time when the meeting proceeds.
2 (Two) Members shall from a quorum for transaction of the business in the Board meeting. The Chairman or The Managing Director may at any time convene a meeting of the Director.
A resolution in writing signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Director duly called held and constituted. A casual vacancy in the board of directors may be filled up by the remaining Directors but any person so chosen shall retain office only until the next following ordinary General meeting of the company and shall be eligible for re- election.
VOTE OF MEMBERS
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.
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.
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.
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).
The following persons shall be the Board of Directors of the company;
- Mohammad Alamgir
- Md. Korban Ali
The qualification of Director shall be holding of 500 (Five Hundred) ordinary shares of Tk. 100.00 each in the share Capital of the Company in his/her own name or proportionately will be taken by the Corporate Body/Company.
POWER AND DUTIES OF DIRECTORS
The business of the Company shall be managed by the Board of Directors, who may pay all expenses incurred in getting up and registering the Company and may exercise all such power of the Company as are not, by the Companies Act.1994 or any statutory modification thereof for the time being in force or by these articles, required to be exercised or done by the Company in General Meeting.
The Directors may from time to time appoint one or more of their body to the office of the Chairman for such terms and at such remuneration and allowances as they think fit.
Without prejudice to the general powers conferred by the preceding clause and other powers conferred by these present, it is herby expressly declared that the Managing Director shall have the following powers that may be delegated by the Board from time to time.
- To borrow raise money by way of loans or overdrafts or by creation of mortgage char4ge of hypothecation or otherwise and seal and deliver necessary papers/documents for securing the loans.
- to purchase or otherwise acquire for the Company any land, building, office, licenses, rights , privilege, concessions, plan& machinery, equipment and utensils as may be required by the Company from time to time and on such terms and conditions as he may deem fit.
- To open branch office of the company in any part of Bangladesh or in any foreign country and also to close the same.
Mohammad Alamgir 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.
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.
POWER OF CHAIRMAN
The Chairman shall be empowered by the Board of Director the following powers:
- a) The Chairman shall preside over all the meeting of the Board of Directors and General Meeting of the Company, until otherwise he/she can voluntarily resign the office or otherwise removed their from under the provisions of the companies Act, 1994.
- b) Any other activities determined by the Board of Directors or by the Members in general meeting.
- c) The chairman shall help and guide to the managing director for any legal issues, appointment and remove of the employees of the company.
Md. Korban Ali 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.
POWER OF MANAGING DIRECTOR
Subject to the control and supervision of the Board of Directors the Managing Director shall exercise the following powers;
- To promote, transfer or re-designate any employee.
- 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.
- 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.
- To settle, compound, submit to arbitration and/ or to withdraw actions, accounts, claims, demands whatsoever whether arising in any legal proceeding or not.
- 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.
- To execute and to do, in the name of the company, all such deeds and things as are necessary welfare of the company.
- 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.
ROTATION OF DIRECTOR
No need to retire each year in annual general meeting subsequent to the appointment and in such manner as are provided by the Regulations form 80 to 82 of Tafsil-1 of the Companies Act, 1994.
CHIEF EXCEUTIVE OFFICER (CEO)
If board of directors think to appoint a Chief Executive Officer (CEO) of the Company then CEO to be appointed who will report to the board of any other authority assigned by the board of directors.
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.
The Board of Directors may from time to time appoint any suitable and acceptable persons (S) as Adviser of the Company.
Notice of the Board Meeting will issue before Seven days of the Meeting but if any urgency it may be issued within short time. In case of General Meeting the Notice will issue as per company Law. Notice will send by post or courier service to recorded address of the Member. A notice may be given by the company to any member either personnel or by sending the same by post or courier to him in his registered address by of the Member. A notice may be given by the company to any member either personnel or by sending the same by post or courier to him in his registered address by advertisement in the local news paper, circulating in the neighborhood of the registered officer of the Company. The signature to any notice to be given by the Company Secretary to any member may be signed, written or printed.
JOINT VENTURE AGREEMENT
Any Joint Venture Agreements and deed shall be made and to be signed by the Chairman or the Managing Directors subject to approval of the Board.
ACCOUNTS AND AUDIT
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.
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.
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.
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.
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