Memorandum and Articles Final | Board Of Directors | Proxy Voting

BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED

MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

1 | Page

MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
2 | Page

Submitted To Dr. Shahab Uddin Course Instructor Legal Environment In Business Submitted By Akib Mushrur(793) A.R.M Mojaffar Hossain(823) Nusrat khondaker(785) Nasheen Abdullah(810) Raisa Tanzila Alam(786) S.M.A Mukit(1989) Tahsin Noor(791) Muammer Al Misbah(1978) Nargish Sultana Bappy(789) Abdul Ahad Khan(1991)

Date of Submission September 30, 2012

Institute Of Business Administration Jahangirnagar University

3 | Page

BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED
THE COMPANIES ACT (N0.26 OF 1994) MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

(PRIVATE COMPANY LIMITED BY SHARES)

4 | Page

THE COMPANIES ACT 1994 COMPANY LIMITED BY SHARE Memorandum of Association BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED I. agricultural and farm machinery. establish and operate plants for the manufacture of automotive vehicles of all kinds and sorts including buses. 1. 5 | Page . cars. 3. attachments and spares. double deckers. bodies and engines thereof. establish and operate plants for the progressive manufacture. fabricate components. fabrication. components. 2. The objects for which the Company is established are all or any of the following: To erect. manufacturing. To erect. parts. bodies and engine used for or in connection with any of the aforementioned machinery or equipment. agents. import. motor cycle rickshaws. export. The Registered Office of the Company will be situated in Bangladesh. transportation modes of all sorts and description. equipments and implements. set up. earth moving equipment. dealers of all sorts of engineering goods and machinery and equipments as ancillary to the said business and which may seem to the Company capable of being carried on in connection with the said business and to establish and maintain workshops and testing laboratories. attachments. set up. accessories. trucks. assembly or production of industrial. The name of the Company is "BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED". III. four wheelers. accessories. II. indenting and to act as contractors. produce. auto rickshaws. motor cycles and scooters and to manufacture. To carry on the business of all sorts of engineering goods and machinery and equipment whether locally manufactured or not and to carry on trading.

subject to any permission required under the law. parts and accessories of all kinds which may be useful for or conducive to the carrying on of the business of the company. dealers. To act as consultants and render advisory and technical services in the field of civil. rubber goods. To carry on the business of general order suppliers including Government. implements. mechanical. importers and exporters of all kinds of auto parts. silencers. general merchants. speedometers. paraffin vaporizers.4. radiators. Semi- Government Agencies. miners. electrical. 9. To purchase. tubes. steel converters. chemical engineering and other engineering projects and to carry on the business of consultancy and contracts in public. manufacturers. 8. retailers. Armed Forces. selfstarters. wholesalers. To carry on the business of iron-founders. stockiest in goods or products within the scope of the objects of the Company. Military or Defense and to act as commission agents. types. gas. hire or otherwise acquire factories and other premises or business in connection with manufacture of automotive parts. accessories. steel makers. engines. gears. tinplate makers and iron founders in all the training of industrial consultancy and import and export of industrial machinery. iron masters. magnets. 6. Army. 5. machinists. wheels. distributors. raw material and finished products and to carry on the business of constructional engineering and all types of architectural services. traders. chassis. engineers. dealers. bodies. government and private sectors in or outside Bangladesh. tools. mechanical engineers. sparking plugs. carburetors. light engineering. 6 | Page . To arrange for the training in Bangladesh or abroad and to provide facilities for the To carry on the trade or business of sheet metal parts. fields. indenters. generators. components and accessories. 7.

treated or otherwise pertaining to trade and commerce and for that purpose to remunerate them and to open and maintain depots and branches. selling agents. association of persons. To carry on agency business (except managing agency) and to acquire and hold selling agencies and to act as selling agents. any rights. 15. easements. patents. exporters. products. importers. or shape manufactured or supplied by any company. patent rights. To apply for. execution. 11. firm.10. raw. suppliers. dispose of or otherwise turn to account the same. To carry on business and obtain licenses for shipping agents. building. (except managing agent) on such terms and conditions as the Company may think proper. traders. commission agents. 12. 14. dealers in all articles and commodities akin to or connected with any of the business of the Company capable of being conveniently carried on or necessary for the promotion of the objects herein contained. clearing and forwarding agents. exporters. substances. importers. hire. under process. improvements. offer. as permissible under law. whether incorporated or not. machinery. articles and things whether finished. take on lease or in exchange. subject to any permission as required under the law. To purchase. administrations or control of works and conveniences and undertake. Semi-Government or any local authority. refined. carrying out. lands. individuals. To carry on in or outside Bangladesh the business of manufacturers. licenses. carry out. materials. transporters. trademarks. Government. stock-in-trade and any movable and immovable property of any kind necessary or convenient for the purposes of or in connection with the 7 | Page . purchasing and indenting agents. 13. management. manufacturers and commission agents of products. manufacturers' representatives and distributing agents of and for the distribution of all kinds of merchandise. copy rights. execute. commodities. commodities and materials in any form. goods. To carry on and undertake trading business of all sorts and to act as indenters. tender. body. semi-finished. apply for or otherwise acquire and hold for any interest. purchase or otherwise acquire any contracts and concessions for or in relation to the projection. privileges. plants. accept. indenters.

plants. copyright. and other movable and immovable property of any description which the Company may deem necessary or which may seem to the Company capable of being turned to account. privileges. and also act in the business of the Company through or by means of agents. 17. sub-contractors or otherwise. local or otherwise) or any corporation. barter. equipments.Company's business or any branch or department thereof and to use. exercise. rights. buy or otherwise acquire and use any patent design. rights and information so acquired. for any person. 19. 16. license either absolutely or conditionally and either solely or jointly with others any lands. grant licenses in respect of or otherwise turn to account any property. firm or company and to undertake and perform sub-contracts. develop. tools or machinery and the like in Bangladesh or elsewhere. patents. license. subcontractors and to do all or any of the things mentioned herein in any part of the world and either alone or in collaboration with others and by or through agents. licenses. trademarks. to pay cash or to issue shares of the Company. To acquire and carry on all or any part of the business or property and to undertake any liabilities of any person. as permissible under the law. concession. innovation. 18. company or persons that may seem conducive to the 8 | Page . To go in for. firm. association or company's possession of property suitable for any of the purposes of the Company or carrying on any business which this Company is authorized to carry on and in consideration for the same. To acquire by concession. grant. buildings. 20. municipal. purchase. which may for the time being appear to be useful or valuable for adding to the efficiency or productivity of the Company's work or business. convenience. plants. To enter into arrangements with the government or authority (supreme. privileges. machinery. trademarks. subject to any permission required under the law. invention. subject to any permission as required under the law. To act as representatives. rights.

deposit notes. privileges and commission which the Company may think desirable and to carry on exercise and comply with any such charters. letter of credit and other negotiable instruments and securities. 24. company or person any charters. rights. construction of factory. To establish. reciprocal concession or otherwise with any person. debenture-stock or securities of any Company purchasing the same. rights. joint-venture. promote or assist in establishing or promoting and subscribe to or become a member of any other company. building and for the purpose of working capital or for any other purpose. To sell or otherwise dispose of the whole or any part of the undertaking of the Company.Company's objects or any of them and to obtain from any such government. either together or in portions for such consideration as the Company may think fit and in particular. supply. corporation. bills of exchange. as permissible under the law. association or club whose objects are similar or in part similar to the objects of this Company or the establishment or promotion of which may be beneficial to the Company. 25. for shares. to amalgamate or merge movable with immovable and / or to buy on all interests. firm or company carrying on or proposing to carry on any business which this Company is authorized to carry on or which is capable of being conducted so as directly or indirectly to benefit this Company and to have foreign collaborations and to pay royalties / technical fees to collaborators. execute. negotiate and discount cheques. 22. contracts. 21. market. privileges and concessions. make. 1984. issue. subject to the provisions of the Companies Ordinance. manufacture. To enter into partnership. assets. endorse. contracts. promissory notes. authority. industrial banks and financial institutions for the purpose of purchase. To open accounts with any Bank or Banks and to draw. To arrange local and foreign currency loans from scheduled banks. liabilities. accept. 9 | Page .operation. warrants. export and import of machinery. debentures. stocks or to make any arrangement for sharing profits. bills of lading. 23. co. decrees. union of interests.

To distribute any of the Company's property and assets among the members in specie or in any manner whatsoever in case of winding up of the Company. institutions. redeem or pay of any such securities. To borrow or raise money by means of loans or other legal arrangements from banks. 31. funds and conveniences calculated to benefit persons who are or have been Directors of or who have been employed by or who are serving or have served the Company or any other Company which is a subsidiary or associate of the Company or the dependents or connection of such persons and to grant pensions. present or future. To guarantee the performance of contract and obligations of the Company in relation to the payment of any loan. To pay all costs. by special assignment or to transfer or convey the same absolutely or in trust as may seem expedient and to purchase. debenture-stock. 28. allowances. debenture stock. or Directors in such manner as the Company may think fit and in particular by issue of debentures. gratuities. charges. 27. obligations or securities issued by or in favor of the Company and to guarantee the payment or return on such investments. and expenses preliminary or incidental incurred in formation or about the promotion and establishment of the Company and to remunerate any person.26. 30. To give any servant or employee of the Company commission in the profits of the Company's business or any branch thereof and for the purpose to enter into any agreement or scheme of arrangement as the Company may deem fit and to procure any servants or employees of the Company to be insured against risk of accident in the course of their employment by the Company. firm or company for services rendered or to be rendered in or about the formation or promotion of the Company or the conduct of its business. perpetual or otherwise convertible into Shares and to mortgage. To establish and support or aid in the establishment and support of associations. bonds. or charge the whole or any part of the property or assets of the Company. relieves and payments in any other manner calculated to benefit the persons described herein. 29. 10 | P a g e . or other financial institutions.

as may be required under any law for the time being in force. 33. To cause the Company to be registered or recognized in any foreign country. 37 Not withstanding anything stated in any object clause. the company shall obtain such other approval or license from the competent authority. 36. V.000/. leasing. qualified or special rights privileges or conditions as may be provided by the regulations of the company and to consolidate or subdivide the share and issue of higher or lower denomination.(Fifty Lacs) divided into 10.000 ordinary shares of BDT 500/-) each with powers to increase and reduce the Capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential. To apply for and obtain necessary consents. To do and perform all other acts and things as are incidental or conducive to the attainment of the above objects or any of them. managing agency or insurance business directly or indirectly as restricted under the law or any unlawful operation. To carry out joint venture agreements with other companies or countries within the scope of the objects of the Company. to undertake a particulars business. The Authorized Capital of the Company is BDT 50. permissions and licenses from any Government. 11 | P a g e . deferred. State.32.00. Local and other Authorities for enabling the Company to carry on any of its objects into effect as and when required by law. banking. The liability of the members is limited. 34. IV. and investment. 35. It is declared that notwithstanding anything contained in the foregoing object clauses of this Memorandum of Association nothing contained therein shall be construed as empowering the Company to undertake or to indulge in business of banking company.

Mukit Flat no . 8. Addresses.701. West Kazipara. Atashi apartment. 4. 6.A. Dhaka.Mozaffar Hossain House no 6. addresses and descriptions are subscribed below.Topkhana road.A. Gulshan. Dhaka-1217. 7. mirpur. Dhaka-1212. the several persons. Dhaka. rupnagar residential area.Nasheen Abdullah 13.M. 2 floor. Jorashahara. whose names. Mirpur. are desirous of being formed into a Company in accordance with this Memorandum of Association and we respectively agree to take the number of shares in the Capital of the Company set opposite to our respective names. 3. 109 kazi office. 5 10.Abdul Ahad Khan Road-11. nikunja 2.Akib Mashrur Dhanmondi 5. nd No. 5. rampura. road no 7.S. of Shares taken by each Subscriber 30 30 20 20 Signature of Subscriber s Name. Tahsin Noor 143-Malibagh 2nd lane. Dhaka 12 | P a g e .M.664.Nusrat Khondaker 5-j. Dhaka 9. Addresses. Muammer Al Misbah 7c1. Judges-Court Chittagong. Holding no. Segunbagicha. Dhaka 2. Dhaka. east hazipara.Raisa Tanzila Alam 126-Shantinagar. house-18. Dhaka – 1216. Boro moghbazar. and Description of Witness 10 10 10 5 5 Sunity Bijoy Hazary Pleader.R. Dhaka-1217.We. Nargish Sultana Bappy kA-58/3. Nationality and Description of Subscribers 1. Names.

XIV. XIII. XX. XV. VI. III. VII. XII. XI. IX. VIII.THE COMPANIES ACT 1994 COMPANY LIMITED BY SHARE ARTICLES OF ASSOCIATION Table of Division I. XVII. Interpretation Share Capital and Variation of Rights Calls on Share Lien Forfeiture of Shares Transfer of Shares Transmission of Shares Conversion of Shares into Stock Alteration of Capital General meetings Proceeding at General Meetings Directors Board of Directors Borrowing Powers Proceedings at General Meetings Managing Directors Associate Directors Secretary Seal Inspection of Records Dividends and Reserves 13 | P a g e . XIX. XVIII. V. X. IV. XVI. II. XXI.

XXIV. XXV. Capitalization of Profit Winding up Indemnity Arbitration Capital 14 | P a g e . XXVI.XXII. XXIII.

“Prescribed rate of interest” means the rate of interest prescribed in regulation made under the act for the purpose of the Standard Articles. shares in the company may be issued by the directors and any such share may be issued with such preferred deferred or 15 | P a g e . has the same meaning as in that provisions of the Act. “Resolution” means an ordinary resolution of the company. (2) Share Capital and Variation of Rights Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares. 2. (1) In these regulations. II. 26 OF 1994) ARTICLES OF ASSOCIATION I. “Seal” means the common seal of the company and includes any official seal of the company. 1994. unless the context otherwise requires: “Act” means the Companies Act. “Secretary” means any person appointed to perform the duties of a secretary of the company. Interpretation 1.THE COMPANIES ACT (NO. if used in a provision of these regulations that deals with a matter dealt with by a particular provision of the Act. but subject to the Act. Unless the context otherwise requires an expression.

(3) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall. or at the option of the company are liable to be redeemed. with the sanction of a resolution. hold or represent by proxy one-third of the issued shares of the class.other special rights or such restrictions. voting. between them. present in person or by proxy. (2) The provisions of the Act and these regulations relating to general meetings apply so far as they are capable of application and with the necessary modifications to every such class meeting except that o where a class has only one member – that member shall constitute a meeting. subject to a resolution. be issued on the terms that they are. whether or not the company is being wound-up. determine. may demand a poll. o Any holder of shares of the class. any preference shares may. or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class. unless otherwise expressly provided by the terms of issue 16 | P a g e . (3) The directors shall not issue any rights or options to shares in favor of any persons unless the issue has been authorized at a general meeting by a special resolution. o in any other case – a quorum shall be constituted by two persons who. (5) (1) If at any time the share capital is divided into different classes of shares. return of capital or otherwise. whether with regard to dividend. be varied with the consent in writing of the holders of three-quarters of the issued shares of that class. as the director. the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may. (4) Subject to the Act.

by the allotment of fully or partly paid shares or partly by the payment of cash and partly by the allotment of fully or partly paid shares 7. be varied by the creation or issue of further shares ranking equally with the first-mentioned shares. (2) Such payments shall not exceed the rate of 10 per cent of the price at which the shares are issued or an amount equal to 10 per cent of that price. (2) The company shall not be bound by or compelled in any way to recognize (whether or not it has notice of the interest or rights concerned) any equitable. 17 | P a g e . (2) Delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. the company shall not recognize a person as holding a share upon any trust. the company shall not be bound to issue more than one certificate. in respect of a share or shares held jointly by several persons. (1) The Company may make payments by way of brokerage or commission on the issue of shares. (1) Except as required by law. as the case may be.of the shares of that class. future or partial interest in any share or unit of a share or (except as otherwise provided by these regulations or by law) any other right in respect of a share except an absolute right of ownership in the registered holder. 8. 6. (1) A person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate in respect of the share under the seal of the company in accordance with the Act but. (3) Such payments may be made in cash. contingent.

and on such terms (if any) as to evidence and the payment cost to the company of investigating evidence as the directors decide. (2) Each member shall. (1) Calls on Shares The directors may make calls upon the members in respect of any money unpaid on the shares of the members (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue of those shares made payable at fixed times. upon receiving at least fourteen days notice specifying the time or times and place of payment. III. The joint holders of a share are jointly and severally liable to pay all calls in respect of the share. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing the call were passed and may be required to be paid by installments. (3) 10.(3) If a share certificate is defaced. The directors may revoke or postpone a call. but the directors may waive payment of that interest wholly or in part. it may be renewed on payment of the fee allowed by the Act. lost or destroyed. 9. at the time or times and place so specified the amount called on his shares. or such lesser sum. except that to no call shall exceed one-quarter of the sum of nominal values of the shares or be payable earlier than one month from the date fixed for the payment of the last proceeding call. 11. 12. the person from whom the sum is due shall pay interest on the sum not exceeding the prescribed rate of interest as the directors determine. pay to the company. 18 | P a g e . If a sum called in respect of a share is not paid before or on the day before or on the day appointed for payment of the sum.

14. Any sum that. shall for the purpose of these regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. on the issue of shares. fixed a rate—rate the so fixed. differentiate between the holders as to the amount of calls to be paid and the times of payment. (3) For the purpose of sub regulation (2). until the amount becomes payable. forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified. in case of nonpayment. becomes payable on allotment or at a fixed date. (1) The directors may accept from a member the whole or a part of the amount unpaid on a share although no part and the times of payment. and in any other case the prescribed rate of interest. The directors may. 15. (2) The directors may authorize payment by the company of interest upon the whole or any part of an amount so accepted.   19 | P a g e . whether on account of the nominal value of the share or by way of premium.13. and. all the relevant provisions of these regulations as to payment of interest and expenses. at a rate agreed upon between the directors and the member paying the sum subject to sub regulation (3). by the terms of issue of a share. by resolution. the rate of interest shall not be greater than — if the company has.

IV. the directors may. (1) Forfeiture of Shares If a member fails to pay a call or installment of a call on the day appointment for payment of the call or installment. serve a notice on him requiring payment of so much of the call or installment as is unpaid. 17. the shares in respect of which the call was made will be liable to be forfeited. at any time thereafter during such time as any part of the call or installment remains unpaid. together with any interest that has accrued. (3) The directors may at any time exempt a share wholly or in part from the provisions of this regulation. (2) The company also has a first and paramount lien on all shares (other than fully paid shares) registered in the name of a sole holder for all money presently payable by him or his estate to the company. V. (1) The company has a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share. 20 | P a g e . (2) The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made shall state that. in the event of non-payment at or before the time appointed. (4) The company’s lien (if any) on a share extends to all dividends payable in respect of the share. Lien 16.

before the payment required by the notice has been made. shall be prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the share. the company shall register the transferee as the holder of the share. at the date of forfeiture. but his liability shall cease if and when the company receives payment in full of all the money (including interest) so payable in respect of the share. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares. the forfeiture may be cancelled on such terms as the directors think fit. was payable by him to the company in respect of the shares (including interest at the prescribed rate of interest from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of the interest). be forfeited by a resolution of the directors to that effect.18. and that a share in the company has been duly forfeited on a date stated in the statement. A statement in writing declaring that the person making the statement is a director or a secretary of the company. 21. 22. 21 | P a g e . (1) The Company may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and may execute a transfer of the share in favor of the person to whom the share is sold or disposed off. (1) If the requirements of a notice served under regulation 17 are not complied with. (2) Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. 19. but shall remain liable to pay to the company all money that. (2) Upon the execution of the transfer. and at any time before a sale or disposition. 20. any share in respect of which the notice has been given may at any time thereafter. A forfeiture share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit.

23. 24. sale or disposal of the share. (1) Transfer of Shares Subject to these regulations. a member may transfer all or any of his shares by instrument in writing in a form prescribed for the purpose of section fifty-seven of the Act or in any other form that the directors approve. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum that. becomes payable at a fixed time. 22 | P a g e . The consideration referred in regulations 22 shall be applied by the company in payment of such part of the amount in respect of which the lien exists as is presently payable. (2) An instrument of transfer referred to in sub regulation (1) shall be executed by or on behalf of both the transferor and the transferee. whether on account of the nominal value of the shares or by way of premium. by the terms of issue of a share. as if that sum had been payable by virtue of a call duly made and notified. (4) The title of the transferee to the share shall not be affected by any irregularity or invalidity in connection with the forfeiture.(3) The transferee shall not be bound to see to the application of any money paid as consideration. 25. and the residue (if any) shall (subject to any like lien for sums not presently payable that existed upon the shares before the sale) be paid to the person entitled to the shares immediately before the transfer. VI.

shall be the only persons recognized by the company as having any title to his interest in the shares. 28. the survivor where the deceased was a joint holder. 27. 29. Transmission of Shares 30. In the case of the death of a member. not being fully paid shares. The registration of transfer may be suspended at such times and for such periods as the directors from time to time determine. accompanied by the certificate of shares to which it relates and such other information as the directors properly require to show the right of the transferor to make the transfer. The instrument of transfer shall be left for registration at the registered office of the company. register the transferee as a shareholder. provided that the periods do not exceed in the aggregate thirty days in any year. unless the company has not yet issued the share certificate or is bound to issue a renewal or copy of the share certificate. The directors may refuse to register any transfer that is not accompanied by the appropriate share certificate. and the legal personal representative of the deceased where he was a sole holder. and thereupon the company shall subject to the powers vested in the directors by these regulations. to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien. VII. together with such fee (if any) not exceeding two monetary units as the directors require. but this regulation does not release the estate of a deceased joint holder from any liability in respect of a share that had been jointly held by him with other person. The directors may decline to register a transfer of shares.26. 23 | P a g e .

elect either to be registered himself as holder of the share or to have some other person nominated by him registered as the transferee of the share. be deemed to be joint holders of the shares. (2) Where two or more persons are jointly entitled to any share in consequence of the death of the registered holder. (1) Subject to any written law relating to bankruptcy. (4) All the limitations. or to voting or otherwise). and the registration of the transfer of share are applicable to any such notice or transfer as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member. restrictions and provisions of these regulation relating to the right to transfer. his personal representatives or the trustee of his estate. entitled to the same dividends and other advantages. upon such information being produced as is properly required by the directors. 24 | P a g e . 32. he shall deliver or send to the company a notice in writing signed by him stating that he so elects. they shall. he shall execute a transfer of the share to that other person. as the registered holder would have been entitled to if he had not died or become bankrupt.31. (2) If a person becoming entitled elects to be registered himself. shall be upon the production of such information as is properly required by the directors. for the purposes of these regulations. (1) Where the registered holder of a share dies or becomes bankrupt. a person becoming entitled to a share in consequence of the death or bankruptcy of a member may. and to the same rights (whether in relation to meetings of the company. as the case may be. (3) If he elects to have another person registered.

to the transfer of the stock or of any part of the stock. 34. and references in those provisions to share and shareholder shall be read as including references to stock and stockholder. be resolution. where shares have been converted into stock. respectively. so far as they are capable of application. voting at meetings of the company and other matters as they would have if they held the shares from which the stock arose. the same rights. have conferred that privilege or advantage. 25 | P a g e . Conversion of Shares into Stock 33. but the minimum shall not exceed the aggregate of the nominal value of the shares from which the stock arose. according to the amount of the stock held by them. (2) The directors may fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum. convert all or any of its’ paid up shares into stock and reconvert any stock into paid up shares of any nominal value. (2) No privilege or advantage shall be conferred by any amount of stock that would not. (1) Subject to sub regulation (2). if existing in shares. 35. (1) The holders of stock shall have. 36. The company may. the provisions of these rules relating to the transfer of shares apply. The provisions of these regulations that are applicable to paid up shares shall apply to stock. privileges and advantages as regards dividends.VIII.

be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion. have not been taken or agreed to be taken by any person or have been forfeited. and (d) Cancel shares that. 38. to the sum of the nominal values of the shares already held by them. (c) Subdivide all or any of its shares into shares of smaller amount than is fixed by the certificate of share capital. (1) Subject to any resolution to the contrary. (b) Consolidate and divide all or any of its authorized share capital into shares of larger amount than its existing shares. if not accepted. all unissued shares shall. The company may be resolution-(a) Increase its authorized share capital by the creation of new shares of such amount as is specified in the resolution. (2) The offer shall be made by notice specifying the number of shares offered and delimiting a period within which the offer. Alteration of Capital 37. will be deemed to be declined 26 | P a g e . and reduce its authorized share capital by the amount of the shares so cancelled. before issue. as nearly as the circumstances allow. but so that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each such share of a smaller amount is the same as it was in the case of the share from which the share of a smaller amount is derived. at the date of passing of the resolution.IX.

the company may. whenever he thinks. (3) A general meeting shall be held in BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED unless all the members entitled to vote at that meeting agree in writing to a meeting at a place outside BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED 27 | P a g e . the directors may issue the shares that cannot be so offered in such manner as they think most beneficial to the company. fit convene a general meeting. any capital redemption reserve fund or any share premium account.(3) After the expiration of that period or on being notified by the person to whom the offer is made that he declines to accept the shares offered. reduce its share capital. (4) Where. 39. Subject to the Act. X. (2) If no director is present within BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED any two members may convene a general meeting in the same manner. General Meetings 40. as that in which such meetings may be convened by a director. or as nearly as possible. (1) A director may. some of the first-mentioned shares cannot be offered in accordance with sub regulation (1). by special resolution. the directors may issue those shares in such manner as they think most beneficial to the company. by reason of the proportion that shares proposed to be issued bear to shares already held.

XI. (1) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. a person attending as a proxy. (2) It shall not be necessary for a notice of an annual general meeting to state that the business to be transacted as the meeting includes the declaring of a dividend. (1) A notice of a general meeting shall specify the place.41. 43. (2) For the purpose of determining whether a quorum is present. the day and the hour of meeting and. or (b) In any case-- 28 | P a g e . or as representing a body corporate or association that is a member. shall state the general nature of the business to be transacted at the meeting. the election of directors in the place of those retiring or the appointment and fixing of the remuneration of the auditors. If a quorum is not present within half an hour after the appointed for the meeting-(a) Where the meeting was convened upon the requisition of members—the meeting shall be dissolved. Proceedings at General Meetings 42. the consideration of annual accounts and the reports of the directors and auditors. shall be deemed to be a member. except as provided by sub regulation (2).

and at such time and place. adjourn the meeting from time to time and from place to place. if no determination is made by the directors.   44. (2) When a meeting is adjourned for thirty days or more. 45. or the chairman is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act. (1) If the directors have elected one of their number as chairman of their meetings. and shall if so directed by the meeting. but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. or The meeting shall be dissolved. if two members are not present.(i) the meeting shall stand adjourned to such day. the member present shall elect one of their number to be chairman of the meeting. (1) The chairman may with the consent of any meeting at which a quorum is present. 29 | P a g e . notice of the adjourned meeting shall be given as in the case of an original meeting. and (ii) if a quorum is not present at the adjourned meeting within half an hour after the time appointed for the meetingTwo members shall constitute a quorum. as the directors determine or. to the same day in the next week at the same time and place. he/she shall preside as chairman at every general meeting (2) Where a general meeting is held and— (a) (b) a chairman has not been elected as provided by sub-regulation (1).

and the result of the poll shall be the resolution of the meeting at which the poll was demanded. (2) 47. 30 | P a g e . it shall be taken in such manner and subject to sub regulation (2) either at once or after an interval or adjournment or otherwise as the chairman directs. (1) The demand for a poll may be withdrawn. it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.(3) Except as provided by sub regulation (2). or o by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. o by a member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting. (1) At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded— o by the chairman. 46. o by at least three members present in person or by proxy. If a poll is duly demanded.

(iii) proxy or attorney of a person referred to in paragraph (i) or (ii). (b) on a show of hands. every person present who is entitled to vote shall have votes in accordance with section 147 of the Act. (1) Subject to any rights or restrictions for the time being attached to any class or classes of shares at meetings of members or classes of members— (a) each— (i) (ii) registered member. shall be entitled to vote. or registered member of that class. shall be accepted to the exclusion of the votes of the other joint holders and. seniority shall be determined by the order in which the names stand in the register of members. whether on a show of hands or on a poll. 49. each person present who is entitled to vote shall have one vote. for this purpose. In case of joint holders. and (c) on a poll. in addition to his deliberative vote (if any).(2) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. person on whom the ownership of a share of such a registered member has evolved by operation of law. the chairman of the meeting at which the show of hands takes place or at which the poll is demanded. 31 | P a g e . if the person is not present at the meeting. the vote of the senior who tenders a vote whether in person or by proxy or by attorney. In the case of an equality of votes. shall have a casting vote. 50. 48.

(3) Provides the proxy shall not be entitled to vote in the resolution except as specified in the instrument. A member shall not be entitled to vote at a general meeting unless all polls and other sums presently payable by him in respect of shares in the company have been paid. (1) An objection may be raised to the qualification of a voter only at the meeting of adjourned meeting at which the vote objected to is given or tendered (2) Any such objection shall be referred to the chairman of the meeting. if the appointer is a body corporate. (1) An instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or. If a member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health. either under seal or under the hand of an officer or attorney duly authorized.51. his committee or trustee or such other person as properly has the management of his estate may exercise any rights of the member in relation to a general meeting as is the committee. 32 | P a g e . (2) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution. trustee or other person were the member. (3) A vote not disallowed pursuant to such an objection shall be valid for all purposes. whose decision shall be final. 52. 54. 53.

.. of …………………………………………………………………………………………………… ………. Day of 20……. resolution No………………………………….. in his/her absence …………………………………………………………………………………………………… ……………….. and at any adjournment of that meeting: *in favor of/against *in favour of/against *in favour of/against resolution No…………………………………..(4) (5) (6) An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll A proxy need not be member of the company An instrument appointing a proxy shall be in the following form or in as similar a form as the circumstances allow.being a member/members of the above named company. _______________________________ (Name of Company) I/we…………………………………………………………………………………………… …………….…of …………………………………………………………………………………………….. hereby …………………………………………………………………………………………………… …………….. or. the proxy will vote as he thinks fit. of …………………………………………………………………………….. resolution No………………………………….... Unless otherwise instructed.… as my/our proxy to vote for me/us on my/our behalf at the annual/extraordinary general meeting of the company to be held on the……………………………. 33 | P a g e .

56. Directors 57. The company may by ordinary resolution fix a share qualification for directors. revocation or transfer has been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised. is on are deposited. An instrument appointing a proxy shall not be treated as valid unless the instrument. 34 | P a g e . at the registered office of the company or at such other place in BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED as is specified for that purpose in the notice convenience the meeting. XII. but unless and until a qualification is so fixed. and the power of attorney or other authority (if any) under which the instrument is signed or a naturally certified copy of that power or authority. or.Signed --------------------------Date ……………………………………. unsoundness of mind. in the case of a poll. not less than twenty-four hours before the time appointed for the taking of the poll. there shall be no share qualification. 55. A vote given in accordance with the term of an instrument of proxy or of a power of attorney shall be valid notwithstanding the previous death of unsoundness of mind of the principal. the revocation of instrument (or of the authority under which the instrument was executed) or of the transfer of the share in respect of which the instrument or power is given. unless notice in writing of the death. not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

Akib Mashrur Ms.58. In addition to the circumstances in which the office of a director becomes vacant by virtue of the Act. liability or obligation of the company or any other person. sub-committees and appointments to any position of BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED and the terms and conditions therefore existing as at the date of incorporation under these Articles shall. No member shall have more than one seat on the Board of Directors. As it is a private limited company. 2. The Board of Directors shall be nominated and elected by the shareholders of the company The F i r s t a n d p e r m a n e n t Directors of BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED shall be as follows:1. Borrowing Power 61. have continuing effect unless or until otherwise decided in accordance with the powers vested by these Articles. Akib Mashrur shall be the Chairman of the Board of Directors. XIV. 60. to charge any property or business of the company or all. The composition of committees. Raisa Tanzila Alam Mr. Board of Directors 59. Mr. the Board of Directors shall consist of t w o m e m b e r s . or any of its uncalled capital and to issue debentures or give any other security for a debt. (1) Subject to sub regulation (2). the office of a director shall become vacant if the director makes any arrangement or composition with his creditors generally XII. The affairs of the Chamber shall be managed by the Board of Directors. the directors may exercise the powers of the company to borrow money. 35 | P a g e . unless inconsistent with these Articles.

by a resolution of the company. At a meeting of directors. 63. 64. exercise any powers that the appointer may exercise. 36 | P a g e . if the other directors approve. subject to the instrument of appointment. they may act only for the purpose of increasing the number of directors to a number sufficient to constitute such a quorum or of convening a general meeting of the company. (2) (3) An alternate director shall be entitled to notice of meetings of the directors. or such larger number as is determined by resolution of the company. The provisions of subsection (7) of section two hundred and eighteen of the Act (providing that a director who is materially interested in a contract or arrangement to be considered at a meeting of the company or of the directors should not be counted in the quorum or vote on the matter) may be suspended or relaxed. if the number of remaining directors is not sufficient to constitute a quorum at a meeting of directors. whether generally or in respect of a particular transaction. Proceedings of Directors 62. XV. the quorum shall be two.(2) The amount of any borrowings outstanding at any time shall not exceed the amount of issued share capital of the company at the time. In the event of a vacancy or vacancies in the office of a director or offices of directors. (1) A director may. appoint a person as an alternate director in accordance with the Act. An alternate director may. 65. the remaining directors may act but.

67. the members present may elect one of their numbers to be chairman of the meeting. 37 | P a g e . (1) The directors may delegate any of their powers to a committee or committees consisting of such of their number as they think fit. or o the chairman is not present within ten minutes after the time appointed for the holding of the meeting or is unwilling to act.66. (5) A committee may meet and adjourn as it thinks proper. or o the chairman is not present within ten minutes after the time appointed for the holding of the meeting or is unwilling to act. (3) The members of such a committee may elect one of their number as chairman of their meetings. (2) A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the directors and a power so exercised shall be deemed to have been exercised by the directors. (1) The directors shall elect one of their numbers as chairman of their meetings and may determine the period for which he shall hold office. the directors present shall elect one of their number to be a chairman of the meeting. (4) Where such a meeting is held and— o a chairman has not been elected as provided by sub regulation (3). (2) Where meeting of directors is held and – o a chairman has not been elected as provided by sub regulation (1).

(6) Questions arising at a meeting of a committee shall be determined by a majority of votes of the members present and voting. XVI. (7) In the case of an equality of votes. (3) The directors may at any time withdraw or vary any of the powers so conferred on a Managing Director. duties and remuneration of any person so appointed. the chairman. (1) The directors may from time to time appoint any person to be an associate director and may from time to time terminate any such appointment. (2) Any powers so conferred may be concurrent with. (3) A person so appointed shall not be required to hold any shares to quality him for appointment but. 38 | P a g e . (1) The directors may. shall not have any right to attend or vote at any meeting of directors. upon such terms and conditions and with such restrictions as they think fit. appoint a Managing Director in accordance with the Act and confer upon him any of the powers exercisable by them. has a casting vote. except by the invitation and with the consent of the directors. XVII. (2) The directors may from time to time determine the power. or be to the exclusion of the powers of the directors. Associate Directors 69. in addition to his deliberative vote (if any). Managing Director 68.

badges. Secretary 70. (1) (2) The directors shall provide for the safe custody of the seal. (a) The Company shall have a common seal. XIX. Inspection of Records 39 | P a g e . (b) There shall be an Emblem of BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED which may be used on letterheads. which shall only be used by the Authority of the Board of Directors and every instrument to which the Seal is affixed shall be signed by any two members of the Board of Directors. a secretary or another person appointed by the directors to countersign that document of a class of documents in which that document is included. 18--Seal 71. and in other forms of display. as to remuneration and otherwise. as the directors determine.XVIII. banners. SEAL 72. XX. The seal shall be used only by the authority of the directors. and every document to which the seal is affixed shall be signed by a director and be countersigned by another director. The Board of Directors shall provide for the safe custody of the Seal. A secretary of the company shall hold office on such terms and conditions. or of a committee of the directors authorized by the directors to authorize the use of the seal.

at the discretion of the directors. the reserves may. Interest shall not be payable by the company in respect of any dividend. XXI. A dividend shall not be paid except out of profit of the company. be used in the business of the company or be invested in such investment as the directors think fit. (1) The company by resolution may declare a dividend if. and only if. (2) Pending any such application. The directors may authorize the payment by the company to the members of such interim dividends as appear to the directors to be justified by the profits of the company. (2) 75. 76.73. the directors shall determine whether and to what extent. (1) The directors may. Subject to the Act. and a member other than a director shall not have the right to inspect any document of the company except as provided by law or authorized by the directors or by a resolution of the company. 78. 77. Dividends and Reserves 74. before recommending any dividend. to be applied. set aside out of the profits of the company such sums as they think proper as reserves. the accounting records and other documents of the company or any of them will be open to the inspection of members other than directors. A dividend shall not exceed the amount recommended by the directors. at the discretion of the directors. and at what time and places and under what conditions. for any purpose for which the profits of the company may be properly applied. the directors have recommended a dividend. 40 | P a g e .

including paid up shares in. (1) Subject to the rights of persons (if any) entitled to shares with special rights as to dividend. if any share is issued on terms providing that it will rank for dividend as from a particular date. and may determine that cash payments will be made to any member on the basis 41 | P a g e . (2) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid. the directors may settle the matter as they consider expedient and in particular may issue fractional certificates and fix the value for distribution of the specific assets or any part of those assets.(3) The directors may carry forward so much of the profits remaining as they consider out not to be distributed as dividends without transferring those profits to a reserve. 79. all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. or debentures of. that share shall rank for dividend accordingly. 81. (3) An amount paid or credited as paid on a share in advance of a call shall not be taken for purpose of this regulation to be paid or credited as paid on the share. . any other corporation. (2) Where a difficulty arises in regard to such a distribution. (1) If the company declares a dividend it may by resolution direct the directors to pay the dividend wholly or partly by the distribution of specific assets.80 The directors may deduct from any dividend payable to a member all sums of money (if any) presently payable by him to the company on account of calls or otherwise in relation to shares in the company. but.

for the benefit of members in the proportions to which those members would have been entitled in a distribution of that sum by way of dividend. (2) Any one of the two or more joint holders may give effectual receipts for any dividends.of the value so fixed in order to adjust the rights of all parties. 42 | P a g e . Capitalization of Profits 83. and may vest any such specific assets in trustees as the directors consider expedient. interest or other money payable in cash in respect of shares may be paid by cheque sent through the post directed to— (a) the registered address of the holder or. (2) The company shall not pass a resolution under sub regulation (1) unless it has been recommended by the directors. XXII. the company may resolve— o to capitalize any sum. in any of the ways mentioned in sub regulation (3). to the registered address of the joint holder named first in the register of member. interests or other money payable in respect of the shares held by them as joint holders. in the case of joint holders. or (b) to such other address as the holder or joint holders in writing directs or direct. (1) Subject to sub regulation (2). and o to apply the sum. (1) Any dividend. 82. being the whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to members.

in particular. to the extent necessary to adjust the rights of the members among themselves. (4) The directors shall do all things necessary to give effect to the resolution and. In paying up in full un issued share or debentures to be issued to members as fully paid. and (b) Authorize any person to make.(3) The ways in which a sum may be applied for the benefit of members under sub regulation (1) shall be-(a) (b) In paying up any amounts unpaid on shares held by members. may-(a) Issue fractional certificates or make cash payments in cases where shares or debentures become issuable infractions. 43 | P a g e . of any such further shares or debentures or for the paying up by the company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalized. and any agreement made under an authority referred to in paragraph (b) shall be effective and binding on all members concerned. on behalf of all the members entitled to any further shares or debentures upon the capitalization. or (a) Partly under paragraph (a) and partly under paragraph (b). an agreement with the company providing for the issue to them. credited as fully paid up.

auditor or agent in defending any proceedings. the liquidator may. Whenever any difference shall arise between the company and the Directors on the one hand. XXIV. (2) The liquidator may. omitted or suffered in pursuance of these presents or any claim on account of any such breach or alleged breach.XXIII. with the sanction of a special resolution. auditor or agent of the company shall be indemnified out of the property of the company against any liability incurred by him in his capacity as officer. whether civil or criminal. but so that no member is compelled to accept any shares or other securities in respect of which there is any liability. executed. and any of the members or representatives on the other hand. (1) If the company is wound up. divide among the members in king the whole or any part of the property of the company and may for that purpose set such value as he considers fair upon any property to be so divided and may determine how the division is to be carried out as between the members or different classes of members. or otherwise relating to the premises or to these premises or to any of the affairs of the company 44 | P a g e . XXV. Indemnity 85. with the sanction of a special resolution. in which judgment is given in his favor or in which he is acquitted or in connection with any application in relation to any such proceedings in which relief is under the Act granted to him by the court. or between the directors with regard to anything done. Winding up 84. Every officer. Arbitration 86. vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit. or between any members or classes of members.

XXVI. qualified or special rights. 45 | P a g e . privileges or conditions as regards dividends. The capital of the company is divided into shares of each with power to divide or subdivide the shares in the capital. into several classes and to attach thereto respectively increased. Capital 87. and any such reference shall be subject to the all the provisions of the arbitration Act and any statutory modification thereof for the time being in force. capital voting or otherwise. into several classes and to attach thereto respectively any preferential.then such differences shall be referred to the decision of an arbitrator . to the decision of two arbitrators of whom one shall be appointed by each of the parties in difference. deferred. whether original or increased.

Jorashahara. Dhaka-1217. Atashi apartment.Akib Mashrur Dhanmondi 5. Dhaka 2. Dhaka-1212.Mozaffar Hossain House no 6. Segunbagicha. Dhaka 9. Addresses. rampura. Muammer Al Misbah 7c1.Raisa Tanzila Alam 126-Shantinagar. 109 kazi office. Gulshan.A. Dhaka – 1216. Mirpur. road no 7. Nationality and Description of Subscribers 1. addresses and descriptions are subscribed below. Boro moghbazar. Dhaka 46 | P a g e . and Description of Witness 10 10 10 5 5 Sunity Bijoy Hazary Pleader. 6. Holding no. 7.Nusrat Khondaker 5-j. 4. West Kazipara. Dhaka-1217.A. east hazipara. Tahsin Noor 143-Malibagh 2nd lane.M. Names. the several persons. nd No. Mukit Flat no .701.Topkhana road.S.Nasheen Abdullah 13. 8. 5 10. are desirous of being formed into a Company in accordance with this Articles of Association and we respectively agree to take the number of shares in the Capital of the Company set opposite to our respective names.R. Dhaka. house-18. Dhaka.664. Judges-Court Chittagong. mirpur. Addresses. 2 floor. Dhaka. rupnagar residential area. nikunja 2. Nargish Sultana Bappy kA-58/3. 3. whose names.We. 5.M. of Shares taken by each Subscriber 30 30 20 20 Signature of Subscriber s Name. AbdulAhad Khan Road-11.

Sign up to vote on this title
UsefulNot useful