THE COMPANIES ACT 1994

(ACT. XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

PRELIMINARY

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.
In construing of these Articles unless there shall be something repugnant in the subject or context
inconsistent there with :a.
b.
c.
d.
e.
f.
g.

"Act" means the Companies Act, XVIII of 1994.

"Company" means the .. .. LTD.
"Office" means the Registered Office of the Company for the time being.
"Year" means the English Calendar year as followed by the Company.
"Month" means the calendar month according to the English Calendar year.
"Directors" means the Board of Directors of the Company for the time being.
"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. Word
imparting the singular number only includes the plural number and vice versa.
i. "Member" means the legal owner the share name where of being appeared in the Members
register.
PRIVATE COMPANY
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.
SHARE CAPITAL
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.

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
The business of the Company shall be commenced from the date of incorporation of the company.
SHARE CERTIFICATE
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.
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.

LIEN
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
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.
The certificate of shares 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, 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.

BORROWING POWER
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.

GENERAL MEETING
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".
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
The company may appoint or remove a Director from the company in its Annual General Meeting.
PROCEEDING OF GENERAL MEETING
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.

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
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.
DIRECTORS
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.
The following persons shall be the first Directors of the company.
1.
2. .
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.
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.
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.
Every Director shall vacate his office in the event of:
a.
b.
c.
d.

He is failing to obtain the qualifying share.

He becoming bankrupt or insolvent or on becoming unsound mind.
He resigning from the office by giving notice in writing to the company.
And if he acts in contravention of the section 86(f) of the Companies Act 1994.
QUORUM

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
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.
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.

CHAIRMAN
. 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.
MANAGING DIRECTOR
.. 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.
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.

BANK ACCOUNT
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.

COMMON SEAL
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.

ACCOUNTS
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.
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.
AUDIT
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.
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.
INDEMNITY
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.
ARBITRATION
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.
WINDING UP
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:Name, Address, Nationality &
Occupation of the Subscriber

Number of
Shares Taken by
Each Subscriber

1. ..
Father . Mother:.
Address:.
Age

Occupation... TIN :
Nationality...
Phone/Mobile.
2. ..

Father . Mother:.
Address:.
Age
Occupation... TIN :
Nationality ..

Phone/Mobile.
Dated: The .......................... day of ...........................2009.

Name of Witness with description

1.
2.

Signature of the Subscriber