S76pru1a Moa Aoa

Issue No.
290109 Date: 06/04/2022
THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
SHAHRIAR AUTO CONCRETE

BRICKS LTD.
This document is digitally signed. Please find the soft copy to verify the signature.
(ACT XVIII OF 1994)

MEMORANDUM OF ASSOCIATION
OF
SHAHRIAR AUTO CONCRETE BRICKS LTD.
I. The name of the company is SHAHRIAR AUTO CONCRETE BRICKS LTD.
II. The registered office of the company shall be situated in Bangladesh

III. The objects for which the company is established are all or any of the following (all
objects will be implemented after obtaining necessary permission from the
Government/concerned authority/competent authority before commencement of the
business):
1 To establish and carry on the business of Auto Bricks based industries and to
produce, manufacture, import, export, sell, distribute and to do business of all kinds
of local and foreign qualities Bricks products and their allied products and by-
products like manufacturer, processor, preserver, stockiest, distributors, sellers,
importer and exporter of all sorts of bricks and allied products.
2 To set up and establish an automatic and modern Brick factory factories or
producing production Class-I bricks, Ceramic bricks, Concrete bricks, Concrete
Hollow Blocks and Tiles. To carry on the business and trade of Class-I bricks,
Ceramic bricks, Concrete Bricks, Concrete Hollow Blocks and Tiles, export,
Marketing, supply and distribution. To import raw materials like china Mati, fire
wood, coal, chemicals from outside countries to build bricks. To carry on all any of
the business of manufactures of land dealers in Ceramic Bricks, Machine made
Bricks, Tiles, Pipes, Pottery, Ceramic wings of all kinds. To carry on the business of
manufactures and export of monzonite, bricks including fire bricks, tiles, pipes,
pottery, earthenware, chine and terracotta and ceramic wares of all kinds. To set
up Bricks Industry with all modern technical know how and facilities in any part of
Bangladesh.
3 To set up and establish a modern Bricks Industry and to carry on the business-of
bricks and allied manufacture and do lawfully everything necessary and expedient in
connection therewith, To set up and establish brick industries and to carry on
business of all sorts of bricks, ceramic bricks. To Carry on business of bricks and to
undertake all other business in connection therewith. To promote bricks industry
and to carry on the business of manufacturer of all kinds of bricks and brick related
product in Bangladesh. To establish Bricks Industry with foreign collaborations in
Bangladesh and open show room in any part of Bangladesh or any together
countries of the world to boost up export and create world market.
4 To carry set up Ceramics Industry in anywhere of Bangladesh- To carry on the
business of Ceramics Industry machinery, spare parts, auxiliaries and accessories
and to fountain as consultants qld F run, works, maintain and manage and control
Bricks Industry. To buy, sell and deal in all and every kind of manufactured raw or
un-manufactured iron, steel, wood, brick, ceramic bricks, cements, grommet,
limestone or other stone materials and other products and by products and for
such purpose acquire, take on lease or on exchange or otherwise manage lease,
undertakings, lands buildings or properties, supply and supplier.
5 To establish and run a readymade garments washing industry & garments industry
for manufacturing of all kinds of casual and apparels wear for ladies gents Boys,
girls & infant made of knitted fabric, cotton, textile, synthetic and non-synthetic
materials and also to establish and run a 100% export oriented packing industry for
making preparing of cartoons, box, packed including labels, and other accessories
industries. To carry on the business of Buying house, Importing, Exporting, Selling
and stocking of Garment accessories, Yarns, Hosiery Fabrics, Dyes Chemicals, Parts
an Spares of Machinery¿s and any other goods merchandise in order to run a
smooth day to day operation of the business unit.
6 To carry on the business of Manufacture, Produce, Import, Export, and general
order suppliers of all kinds Knit wears such as ploy poplin Bags, sewing thread,
Buttons, Woven and satin Labels, Interring, Zippers, Shoulder pads, Metal clip, p.p.
Adhesive tape, Cello tape, Tag pin, Back Board. Cottons, Plastic hanger, plastic
clip. Hand tags and any other raw materials which are used in manufacturing 100%
Export oriented Ready-made Garments.
7 To carry on business as import, export, purchase and sales of all kinds of raw
material, cotton, cotton yarn, synthetic yarn, fabric, ready-made garments, textile
materials, oilseeds, de-oiled cakes, agro commodities like wheat, rice sugar, pulses
and to manufacturing activities in textiles and in oil and power sector.
8 To attain the business objectives company may enter into Partnership, Joint-
venture, take over or Amalgamate with any other company and also to take Loans
from Bank/other Financial Institutions in such a manner as may company thinks fit.
9 To mortgage the property and assets of the company as securities for loans and/or
any credit facilities to be given to any associate company or companies or third
party and also to give guarantee securing liabilities of such associate company or
companies and/or third party.
IV. The liability of the members of the company is limited by shares
V. The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore ) divided
into 10000000 ( One Crore ) Ordinary Shares of TK 10 ( Ten ) each with power to
increase or reduce the capital and to divide the shares into different classes and to
attach thereto any special right or privileges or conditions as regards dividends,
repayment of capital, voting or otherwise or to consolidate or sub-divide the shares.
We, the several persons, whose names addresses are subscribed below 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.
SL Name Position No. of Signature
No. Shares of
Taken subscribers
1 Name : Sheikh Masadul Alam Masud Managing 35000
Father's Name : Sheikh Abdus Sobhan Director ( Thirty Five sd/-
Mother's Name : Mrs. Saleha Begum Thousand
Address : 118, New Eskton, Road, Ramna, Dhaka shares)
Date of Birth : 09-OCT-63
E-mail : shahariarsteel@gmail.com
Phone : 01711561249
TIN : 179400137061
NID/Passport No. : 19635918447758793
Nationality : Bangladeshi
2 Name : Sahanaj Parvin Papia Chairman 5000
Father's Name : Shakhawat Hossain ( Five sd/-
Mother's Name : Mrs. Ferdoushi Begum Thousand
Date of Birth : 20-JUN-70
Phone : 01919561249
TIN : 521659213656
NID/Passport No. : 5918447758794
3 Name : Mst. Beauty Parveen Director 5000
Father's Name : Abdul Rashid Sarker ( Five sd/-
Mother's Name : Mrs. Shuly Sarker Thousand
Date of Birth : 22-MAR-81
Phone : 01720397556
TIN : 566776996116
4 Name : Sk. Maliha Alam Mridu Director 5000
Father's Name : Sheikh Masadul Alam Masud ( Five sd/-
Mother's Name : Sahanaj Parvin Papia Thousand
Date of Birth : 04-NOV-92
Phone : 01971620281
TIN : 165568907623
Witness 1 Witness 2
Name : Md. Saleh Uddin Name : Kishore Sarkar
Address: Suite No.7A, Level-7, Rupayan Address: Suite No.7A, Level-7, Rupayan Karim
Karim Tower, 80 Kakrail, Dhaka Tower, 80 Kakrail, Dhaka
Phone : 01712027490 Phone : 01715632832
NID : 2692620323093 NID : 9127 553 437
(ACT XVIII OF 1994)
ARTICLES OF ASSOCIATION
OF
SHAHRIAR AUTO CONCRETE BRICKS LTD.
PRELIMINARY
1. In these Articles, unless the context otherwise requires expressions defined in the
Companies (Act No. XVIII) of 1994 or any statutory modification thereof at the time
at which the regulation becomes binding on the Company shall have the meaning so
defined therein; and words, signifying singular shall include plural and vice versa and
the words importing persons include body corporate and dividend includes bonus.
Subject as hereinafter provided, the regulations contained in the Schedule-I of the
Companies Act, 1994 as adopted in Bangladesh (hereinafter referred to as Schedule
- I) as shall be applicable to Private Limited Company, shall apply to this Company
also. Subject as hereinafter provided, the regulations contained in the Schedule-I of
the Companies Act, 1994 as adopted in Bangladesh (hereinafter referred to as
Schedule - I) as shall be applicable to Private Limited Company, shall apply to this
Company also.
INTERPRETATION
2. In these presents unless there is anything repugnant in the subject or context; "The
Company" SHAHRIAR AUTO CONCRETE BRICKS LTD. "The Act" means the Companies
Act (Act No. XVIII) of 1994 for the time being in force in Bangladesh. "The Articles"
means the Articles of Association of this Company as originally framed or as altered
from time to time. "The Office" means the Registered Office for the time being of the
Company. "The Registrar" means the Registrar of Joint Stock Companies and Firms in
Bangladesh. "Special Resolution¿ and ¿Extraordinary Resolution¿ have the meaning
assigned respectively by Section 87 of the Act. "The member" or "Member" means
the Shareholder and / or Director of the Company.
3. "The Board of Directors" or "Board of Directors" or "The Board" means Board of

Directors for the time being of the Company. "The Chairman" means the Chairman of
the Board of Directors for the time being. "CEO/COO/The Managing Director" means
the Chief Executive Officer/Chief Operating Officer/ Managing Director appointed by
the Board for the time being of the Company. "Executive Director" means as
Executive Director appointed under these Articles. "The Register "means the Register
of members to be kept in pursuant to section 34 of the Companies Act.
"Participatory Redeemable Capital" means such capital as is entitled to participate in
the profit and loss of the Company.
4. "Security" means any share, script, debenture, participation term certificates, term
finance, certificate, bond, pre-organization certificate or such other instruments as
the Government by notification in the official gazette specifies for the purpose.
"Dividend "includes bonus. "Month "means calendar month. "Proxy "includes attorney
duly constituted/appointed under and instrument of proxy, power of attorney or
other authority in writing by the respective Director."In writing" & ¿written" includes
printing, lithography and other mode representing or reproducing words in a visible
form. ¿Words¿ importing the masculine gender shall only include the feminine gender
& vice versa. ¿Words¿ importing persons shall include corporate and unincorporated
bodies. 'He' will also mean 'She' where she is not mentioned for that matter 'His' will
also mean "Her" where applicable.
PRIVATE COMPANY
5. The Company is a Private Limited Company within the meaning of section 2(1)
clause (q) of the Companies Act, 1994 and accordingly the following shall apply: a.
No invitation shall be issued to the public for subscription of any share, debenture or
debenture stock of the Company. b. The number of members of the Company
(exclusive of person in the employment of the Company) shall be limited to 50 (fifty)
only. Provided that, for the purpose of this provision where two or more persons
jointly hold one or more share(s) in the Company they shall be treated as single
member. c. The right to transfer of shares in the Company shall be restricted in the
manner and to the extent hereinafter appearing. The Company shall be entitled to
commence business from the date of its incorporation or from such other date as
the Directors shall determine.
SHARE CAPITAL
6. The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore )
divided into 10000000 ( One Crore ) Ordinary Shares of TK 10 ( Ten ) each The
shares shall be under the disposal and control of the Board of Directors who will allot
or otherwise dispose the shares, according to the decision taken at the meeting of
the Board of Directors. The Company from time to time by special resolution subject
to the confirmation of the court reduces its share capital. Every person while
applying for shares in the Company shall specify his or her name, address and
occupation to be entered in the Register of members. Such address shall be deemed
for all purposes to be his or her place or residence and the Company shall not be
responsible to any member for non-receipt of notice, non-payment of dividends or
for other matters due to any change of address of such member unless the change
of address of such member is notified timely to the Company in writing.
7. The Company may from time to time by ordinary resolution consolidate its shares or
any part of' them into shares of a larger denomination. The Company may sub-divide
its shares or any of them into shares of smaller amount. No person shall be
recognized by the Company as holder of any shares upon any trust and the
Company shall not be bound to recognize any equitable, contingent, future or partial
interest in any shares or any interest in any fractional part thereof (except only as
by these present otherwise expressly provided) any other rights in respect to any
share except an absolute rights to the entirety in registered holding. Subjects to
the provisions of the Articles of Association of the Company, share in the capital of
the Company may, by the Board of Directors, be called or issued in payment or part
payment of any assets, property, land, goodwill, machinery or goods supplied or any
services rendered to the Company and any share so allotted may be issued as fully
paid up.
SHARE CERTIFICATE
8. The Certificate of title to shares and duplicates thereof when necessary shall be
issued of the Company and signed by the Managing Director or by any other Director
of the Company empowered by the Board of Directors to do so. If the certificates of
shares registered in the names of more than one person shall be delivered to the
person whose name listed first in the register. If a share certificate is defaced, lost
or destroyed it may be reissued on payment of Tk. 25.00 (Taka Twenty-five) only or
any other fees as per Govt. rules / regulation (if arise in future) only and on such
terms, if any, as to evidence of indemnity as the Board of Directors may think fit.
Unless the Board of Directors otherwise decide the shareholders will have to pay the
entire amount of the face value of each share on application but in no case less
than 10 percent of' the nominal face value.
DIVIDEND AND RESERVE
9. The Directors shall have absolute discretion as to the employment of the reserve
created out of the net profits of the Company and in declaring fully paid Bonus
Shares out of such profits. The Company may in its Annual General Meeting declare
a dividend to be paid to the members out of the profits or accumulated profits of
the Company as provided in the Act. No larger dividend shall be declared than is
recommended by the Directors. Such dividend may be paid wholly or in parts in
species. A transfer of shares shall not pass the right to dividend declared thereon,
without registration of the transfer. No dividend shall be payable except out of the
profit of the Company for the year or other period or other undistributed profits of
the Company and no dividend shall carry interest as against the Company.
GENERAL MEETING
10. The first Annual General Meeting of the Company shall be held within eighteen (18)
months from the date of its incorporation and thereafter once at least in every
calendar year at such time not exceeding fifteen (15) months since the holding of
the last preceding Annual General Meeting in accordance with the provisions of the
Act. Where any special business is to be transacted at a General Meeting, there
shall be annexed to the notice of the meeting a statement setting out all material
facts concerning such business, including, in particular, the nature and extent of
the interest, if any, therein of every, Director, whether directly or indirectly and
where any item of business consists of according of an approval to any document
by the meeting the time and the place where the document may be inspected shall
be specified in the statement.
11. The first Annual General Meeting of the Company shall be held within eighteen (18)
months from the date of its incorporation and thereafter once at least in every
calendar year at such time not exceeding fifteen (15) months since the holding of
the last preceding Annual General Meeting in accordance with the provisions of the
Act. Where any special business is to be transacted at a General Meeting, there
shall be annexed to the notice of the meeting a statement setting out all material
facts concerning such business, including, in particular, the nature and extent of
the interest, if any, therein of every, Director, whether directly or indirectly and
where any item of business consists of according of an approval to any document
by the meeting the time and the place where the document may be inspected shall
be specified in the statement.
PROCEEDINGS AT BOARD MEETING
12. The business of an Ordinary Meeting shall be to receive and consider the financial
statements, the reports of the Directors and of the auditors, to elect Directors in
the vacancy, if any, to appoint auditors and fixing their remuneration, to declare
dividends and to transact any other business that may be transacted at an Ordinary
General Meeting. All other business transacted at any Ordinary Meeting and all
business transacted at an Extra-Ordinary Meeting shall be deemed special. No
business shall be transacted at any General Meeting unless the quorum requisite
shall be present at the commencement of the business.
13. The Chairman of the meeting, as selected, shall be entitled to take the chair at
every General Meeting; if at any meeting he is not present within thirty (30) minutes
after the time appointed for holding such meeting, or is unwilling to act, the
members present shall choose another Director as Chairman, and if no Director be
present or if all the Directors present decline to take the chair, then the members
present shall choose one of their members being a member entitled to vote, to be
the Chairman. If within half-an-hour from the time appointed for the meeting quorum
be not present, the meeting if convened upon requisition of members shall be
dissolved, but in any other case it shall stand adjourned to the same day in the next
week at same time and place, and If there is not a quorum of shareholders then the
meeting should be delayed to the following week until the Chairman cancels the
meeting or the necessary quorum arrive.
PROCEEDING AT GENERAL MEETING
14. At any General Meeting, a resolution put to 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 by the Chairman or by at least two (2) members having
the right to vote on the resolution present in person or by proxy or any member or
members holding not less than one-tenth of the issued capital which carries voting
rights, or by any member or members present in person or by proxy having not less
than one-tenth of the voting power in respect of the resolution and unless a poll is
so demanded a declaration by the Chairman that a resolution has on show of hands,
been carried or carried unanimously, or by a particular majority, or lost, and an entry
to that effect in the book of the proceedings of the Company shall be conclusive
evidence of the fact, without any proof of the number.
15. The Chairman shall have the power to regulate the meeting in which a poll shall be
taken. The result of the poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. The demand of a poll may be withdrawn at any time.
In case of any dispute as to the admission or rejection of a vote, the Chairman shall
determine the same, and such determination made in good faith shall be final and
conclusive. Any poll duly demanded on the election of a Chairman of a meeting or on
a question of adjournment shall be taken forthwith and a poll demanded on any
other question shall be taken at such time, as the Chairman of the meeting may
direct. The demand of a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which a poll has been
demanded.
VOTE OF MEMBERS
16. Subject to any special rights or restrictions as to voting upon which any shares may
be held, on a show of hands, every member present in person or by proxy shall have
one vote and upon a poll every member present in person or by proxy shall have one
vote for every share held by him, provided that in case of a Company no vote shall
be given by proxy so long as resolution of its Directors under the provisions of the
Act is in force. The instrument appointing a proxy and the Power of Attorney or
other authority, if any, under which it is signed or a notarized copy of that power or
authority, shall be deposited at the registered office not less than forty eight (48)
hours before the time for holding the meeting at which the person named in the
instrument proposes to vote and in default the instrument of proxy shall not be
treated as valid.
17. Where there are joint registered holders of any share any one of such persons may
vote at any meeting either personally or by proxy in respect of such share as if he
were solely entitled thereto; and if more than one of such joint holders be present
at any meeting either personally or by proxy, that one of the said persons so
present whose name stands first in the Register in respect of such share shall alone
be entitled to vote in respect thereof. Several executors or administrators of a
deceased member in whose name in any share stands shall for the purposes of this
Article be deemed joint-holders thereof. The instrument appointing a proxy shall be
in writing under the hand of the appointer or of his Attorney duly authorized in
writing or if such appointer is a Company under the hand of its Attorney. Votes may
be given either personally or by proxy, or in the case of a Company, by a
representative duly authorized as aforesaid.
18. A vote given in accordance with the terms of the instrument appointing a proxy
shall be valid notwithstanding the previous death or insanity of the principal or
revocation of the instrument or transfer of the share in respect of which the vote is
given, provided no intimation in writing of the death, insanity, revocation or transfer
of the share shall have been received at the registered office before the meeting.
Provided nevertheless that the Chairman of any meeting shall be entitled to require
such evidence as he may in his discretion think fit of the due execution of an
instrument of proxy and to the effect that the same has not been revoked. Any
member whose name is entered in the Register of Members of the Company shall
enjoy the same rights and be subject to the same liabilities as other member of the
same class.
PROCEEDING AT GENERAL MEETING
19. Every instrument appointing a proxy shall, as nearly as circumstances will admit, be
in the following form and it shall be retained by the Company. (a) I / we . .. . . . . . .
. . . . . . . . . . . . . .. . . . . . ..being a member of SHAHRIAR AUTO CONCRETE
BRICKS LTD. here by appoint . . . . . . . . . of . . . . . . . . .as my / our proxy to
vote for me / us, and on my / our behalf at the (ordinary / Extra-Ordinary as the
case may be) General Meeting of the Company to be held . . . .. . . . . . . .. day of .
. . .. . . . . . . .. and at any adjournment thereof. (b) Signed this. . . . . . .. . . day
of . . .. . . . . . .. . . . ..provided that an instrument a special proxy may be in the
form set out in the Act. The Chairman of any meeting shall be the sole judge of
validity of every vote tendered at such meeting and at taking of a poll he shall be
the sole judge of validity of every vote tendered at such poll.
TRANSFER AND TRANSMISSION OF SHARES
20. Subject to the provision of the Articles, the shares shall not be transferred to any
outsider so long the existing members are willing to purchase the share at a fair
value. The fair value aforesaid shall be fixed by the Company from time to time by a
resolution at General Meeting and such resolution shall remain in force for the period
specified therein or until such time as it shall be annulled. The shares of each
shareholder shall transmit on his or her death to his or her heirs or other legal
representatives and the executors or administrators of a deceased shareholder,
where there is a WILL and the heir or heirs where there is no WILL or no letter of
administration, shall upon satisfactory proof of his or her title, be recognized by the
Company as being entitled to the shares of the deceased share holder.
21. Where there is a WILL probate or letter of administration, a copy of the WILL shall
have to be taken out and submitted to the Board of Directors before such title can
be recognized. Subject to the provision of Articles above the share in the Company
shall not be transferred to any person so long as the shareholder Directors /
Shareholders are willing to purchase the same or so long as a member or any other
person selected by the Directors as one of whom it is desirable in the interest of the
Company to admit to membership is willing to purchase the same at a reasonable
price fixed by the Directors. In case of any dispute in price it may be referred to the
Company's auditors whose decision in fixing the price shall be final.
22. The Directors may decline to register any transfer of shares to any person or person
whom they do not approve and for any reason which may appear to them justified
and proper and the Directors need not disclose or assign any reason for their refusal
to register any transfer of shares. If the Directors refuse to register the transfer of
any shares, they shall within thirty (30) days from the date on which the instrument
of transfer was lodged with the Company send to the transferee and the transferor
the notice of the refusal. No transfer of any share shall be made or registered
without the prior approval of the Board of Directors. The executor, administrator of
heirs of a deceased member shall be recognized by the Company as having title to
his share of giving thereof sufficient proof to the satisfaction of the Directors of the
Company.
23. The instrument of transfer must be accompanied by the certificate of the shares,
The instrument of transfer of any share shall be in writing in the usual Common form
or in the following form or as near thereto as circumstances will admit : SHAHRIAR
AUTO CONCRETE BRICKS LTD. I, . . .. . of . . . in consideration hereinafter called
the sum, of Taka ........ paid to me by the said transferee, do hereby transfer
shares to the said transferee and to hold onto the transferee, his executors,
administrators and assigns, subject to several conditions on which I held the same
immediately before the execution thereof and I, the said transferee, do hereby to
take the said share (or shares) subject to the conditions aforesaid : As witness we
submit our hands, the .... day of .... Witness to the signature of, etc. A fee
(excluding government fees) not exceeding Taka 25.00 (Taka Twenty-five) only
may be charged for each transfer and shall if required by the Directors, be paid
before the registration
LIEN
24. The Company shall have the first and paramount lien on every share registered in
the name of member (not being a fully paid up share) for all moneys (whether
presently payable or not) called or payable at a fixed time in respect of the share
and the Company shall also have lien on all shares (other than fully paid up shares)
standing registered in the name of person (whether jointly or individually) for all
moneys payable by him / them or his / their estate to the Company.
25. The Company may sell, in such manner as the Board of Directors think fit, any
shares on which the Company has a lien, but no sale shall be made unless such sum
in respect of which the lien exists as is presently payable nor until the expiration of
14 days after a notice in writing stating and demanding payment of such part of
amount in respect of which the lien exists as is presently payable has been given to
the registered holder of the share for the time being or to the person entitled to the
share by reason of his death or insolvency.
26. The proceeds of the sale shall be applied towards the payment of such amount in
respect of' which the lien exists as is presently payable and the residue, if any, shall
(subject to such lien for sums not presently payable as existed on the share prior to
the sale) be paid to the persons entitled to shares at the date of the sale. The
purchaser shall be registered as the holder of the shares and he shall not be bound
to see the application of the purchase money or sell his title to the share be
affected by reason of any irregularity or invalidity in the proceedings with reference
to the sale.
INCREASE OF SHARE CAPITAL
27. The Company may from time to time, by ordinary resolution, increase its share
capital beyond the registered capital by issuance of new shares of such amount as
may be deemed expedient. Where the Directors decide to increase the capital of the
Company through issuance of further shares, such shares shall be offered to the
members strictly in proportion to the existing shares held by each member,
irrespective of class, and such offer shall be made by notice specifying the number
of shares to which the member is entitled, and limiting a time within which the offer,
if not accepted will be deemed to be declined.
28. Where the offer of new shares made to the members in pursuance of the Act is
declined or not subscribed either in whole or in part, such whole or part shall be in
the first instance offered to the other members of the Company and limiting the time
within which the offer, if not accepted will be deemed to be declined and if such
offer is declined or not subscribed either in whole or in part such whole or part shall
be allotted and issued in such manner as the Director may deem fit. Except so far as
otherwise provided, the conditions of issue or by these presents, any capital raised
through issuance of new shares shall be considered part of the original capital and
shall be subject to the provisions herein contained with reference to the transfer,
transmission and otherwise.
29. The right as amongst various classes of shares, if any, as to profits, votes and
other benefits shall be strictly proportionate to the paid up value of shares. The
Company may, by ordinary resolution: (a) Consolidate and divide its share capital
into shares of a larger denomination than of its existing shares. (b) Sub-divide its
existing shares or any of them into shares of smaller amount than is fixed by the
Memorandum and Articles of Association. (c) Cancel any shares which, at the date
of passing of the resolution, have not been taken nor agreed to be taken by any
person. Subject to confirmation by the Court, there may be special resolution to
reduce its capital in any manner authorized by the Act.
30. Subject to the provisions of the Act, the Directors may accept from any member
the surrender, on such terms and conditions as shall be agreed of all or any of his
shares. The variation of the rights of shareholders of any class, where such
alternation affects the substantive rights or liabilities of members or class of
members shall be carried only upon majority of at least three-fourth of the members
or class of members affected by such alteration, as the case may be, personally or
through proxy, vote on such alteration.
BORROWING POWERS
31. All the following decisions in this section should have to taken by the meeting of
Board of Director¿s with a must consent by the Chairman : The Directors may from
time to time at their discretion borrow and secure their payment of any sum or sums
of money for the purpose of the Company and may themselves lend to the Company
on security or otherwise subject to the provisions of the Act. The Directors may
secure the repayment or payment of any sum or sums in such manner and upon
such terms and conditions in all respects as they may think fit, and in particular, by
the (i) creation of any mortgage or charge on the Company¿s undertaking of the
whole or any part of its property, present or future, (ii) issue of bonds, perpetual or
redeemable debentures or debenture stocks or redeemable capital upon all or any
part of its property of both present and future, (iii) issue of promissory notes, bills
of exchange and issuance bills.
32. The Directors may also secure the repayment or payment of any sum or sums in
such manner and upon such terms and conditions in all respects as they may think
fit, and in particular, by (i) furnishing guarantees and undertaking depositing
securities, shares and documents of title and (ii) appointing attorneys and giving
them powers of executing documents, having them registered, selling and managing
all the Company¿s properties, undertakings and business and furnishing or creating
such other securities as may be considered expedient; and for all or any of the
purposes aforesaid or otherwise execute, complete and deliver such agreements and
documents as may be required. Debentures, debenture stocks, bonds, redeemable
capital or other securities may be made freely assignable between the Company and
the person to whom the same may be issued.
33. The Directors shall cause a proper register to be kept in accordance with the Act,
of the mortgages and charges specifically affecting the property of the Company
and shall duly comply with the requirements of the Act in regards to the registration
of mortgages and charges therein specified and shall also duly comply with the
requirements of the Act as to keeping a copy of every instrument creating any
mortgage or charge by the Company at its office.
34. Every register of holders of debentures of the Company may be closed for any
periods not exceeding in the whole Forty-five (45) days in any year and not
exceeding thirty (30) days at one time. Subject as aforesaid every such Register
shall be opened to the inspection of the registered holders of any such debentures
and of any member, but the Company may in General Meeting impose any
reasonable restrictions so that such Register is kept closed for inspection, except
for at least two hours each day. Subject to provisions of the Act , no transfer of
registered debentures shall be registered unless a proper instrument of transfer duly
stamped, as required and executed, by the transferor and transferee had been
delivered to the Company together with the certificate or certificates of the
debentures.
35. If the Directors refuse to register the transfer of any debenture, they shall, within 1
(one) month from the date on which the instrument of transfer was lodged with the
Company, send to the transferee and the transferor notice of the refusal. The
Company shall comply with the provisions of the Act as to allowing inspection of
copies kept at the registered office in pursuance of the Act. and as to allowing
inspection of the Register of mortgages to be kept at the office in pursuance of the
Act. The Company shall comply with the provisions of the Act as to supplying copies
of any Register of holders of debentures or of any trust-deed for securing any issue
of debentures on payment of the statutory fee. Holders of debentures shall have
the same right to receive and inspect the financial statements of the Company and
the reports of the auditors and other reports as are provided to the holder of
ordinary shares in the Company.
DIRECTORS
36. Unless Otherwise determined by the company in general meeting the number of
directors shall not be less than 2( Two ) and not more than 50( Fifty ).The
following persons shall be the first directors of the company unless anyone of them
voluntarily resigns the said office or otherwise removed therefrom under the
provisions of section 108(1) of the companies Act, 1994.
1. Sheikh Masadul Alam Masud

2. Sahanaj Parvin Papia
3. Mst. Beauty Parveen
4. Sk. Maliha Alam Mridu
37. If any casual vacancy occurring in the Board due to death of any of its member or
due to transfer of entire shares by any Director by way of gift, may be filled in by
the Directors by electing any one of the successor(s) of deceased Director(s) or the
transferee(s) as the case may be as Director subject to the provisions of Section 94
of the Companies Act, 1994. Provided that, the Directors shall not select more than
one Director in the Board from the family and /or kind of the said successor(s),
transferee(s) and / or the member of the Board.¿ A Director may be removed by a
resolution of the Company in General Meeting, but the Director so removed shall not
be appointed a Director to fill any casual vacancy by the Board of Directors.
Continuing Directors may act notwithstanding any vacancy in their body, but so
that if the number falls below minimum fixed, the Directors shall not act except to
raise the number of Directors to the minimum of the required quorum.
38. Remuneration payable to Directors for attending Board Meetings shall from time to
time be fixed by the Board of Directors. Directors who performs extra services or a
full time Director shall receive such remuneration, whether by way of salary,
commission, participation in profits, allowances, perquisites or other benefits or
partly in one way and partly in another, as the Board of Directors may fix. A Director
of the Company may be or become a Director of any Company promoted by the
Company or in which it may be interested as a shareholder or otherwise and no such
Director shall be accountable for any benefits received as a Director or member of
such Company.
39. Directors shall have power at any time and from time to time to appoint any person
as Technical/Executive Directors and such Technical/Executive Directors may be
appointed only for a fixed period on such special remuneration as may be determined
by the Board. The number of such Directors appointed shall not be counted within
minimum or maximum fixed for the Board of Directors of the Company. Such
Technical/Executive Directors would be the senior executives of the Company and
will not have any voting right in the Board meetings. The Company shall keep at its
registered office a register of its Directors, Managers and Chief Executive containing
the particulars required by the Act and the Company shall otherwise comply with
the provisions of the Act as regards furnishing returns to the Registrar and allowing
inspection of the Register.
40. The Company shall not make any loan or guarantee any loan made to a Director of
the Company or to a firm of which such Director is a partner or to a private
Company of which such Director is a Director except to the extent permitted by the
Act. There shall be a Chairman for the meeting of the Board of Directors who shall
be elected by Directors from amongst themselves. A meeting of the Board of
Directors shall be held at least once in every three months and at least four such
meetings shall be held in every year. Directors may meet together for conduct of
business, adjourn and otherwise regulate their meetings as they think fit. Questions
arising at any meeting shall be decided by a majority of votes and in case of an
equality of votes, the Chairman of the meeting shall have a second or casting vote.
41. In the event of the absence of the Chairman of the meeting or his unwillingness to
preside, the Directors shall choose one of their members to preside over the
meeting. The Directors may from time to time delegate any of their powers to
Committees consisting of such member or members of their body as they may think
fit, and may from time to time revoke such delegation. Any Committee so formed
shall, in the exercise of the powers so delegated, conform to any regulations that
may from time to time be imposed upon it by the Directors. The meeting and
proceedings of any such Committee consisting of two or more members shall be
governed by the provisions herein contained for regulating the meeting and
proceedings of the Committee of Directors.
42. All acts done by any meeting of the Directors or by a Committee of Directors or by
any person acting as a Director shall notwithstanding that afterwards it is
discovered that, there was some defect in the appointment of such Directors or
persons acting as aforesaid, or that they or any one of them were disqualified, be
as valid as if every such person had been duly appointed and was qualified to be a
Director. Any resolution or circular signed by all the Directors shall be as valid and
effective as if it has been passed at a meeting of the Board of Directors duly called
and held. The Directors shall not receive any remuneration for every meeting of the
Board of Directors attended by him or her together with such traveling and other
expenses as may be incurred by the Directors for attending such meeting unless
otherwise determined by the Board of Directors.
43. Subject to section 101 of the Act Directors shall at the request of any Director
(hereinafter called "Original Director") appoint the person nominated by the Original
Director to be his "Alternate Director¿ to represent such Original Director, and such
appointment of the Alternate Director by the Original Director and the former shall
while he holds office as Alternate Director be entitled to notice of meetings of the
Directors and in absence of the Original Director, to attend and vote thereat, but he
shall not require any qualification shares and shall, ipso-facto Director is removed
from office at request of the Original Director, and any appointment or removal
under this Article of an Alternate Director shall be effected by the Directors upon
the request in writing to the Board under the hand of the Original Director whom the
Alternate Director is to represent or represents.
PROCEEDING OF DIRECTORS
44. The Directors may meet together for dispatch of business adjourned and otherwise
regulate their meeting and proceeding, as they think fit. The Chairman may at any
time convene a meeting of the Board of Directors but when any other Director
desires to convene a meeting of the Board he or she shall give notice of his or her
intention to the Chairman who shall proceed to convene the meeting within two
weeks of such notice. Three (3) Directors present personally at any Board of
Directors meeting will form quorum for transaction of business at a meeting of the
Board of Directors. All questions arising out at any meeting of the Directors shall be
decided by majority of votes.
POWER OF DIRECTORS
45. The control of the Company shall be vested in the Board Directors and 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 forbidden by the Companies Act, 1994 or
any statutory modification thereof for the time being or by the articles required to
be exercised by the Company in General Meeting subject nevertheless to any
regulation being not inconsistent with aforesaid regulations or provisions as may be
prescribed by the Company in General Meeting. But no regulation made by the
Company in General Meeting shall invalidate any prior act of the Directors which
would have been valid if that regulation had not been made.
46. The Directors may from time to time appoint one or more of their body to the office
of Project Director, Finance Director, Technical Director, Executive Director,
Marketing Director or Manager etc. for such term and as such remuneration whether
by way of salary or commission or participation in profits or partly in another
benefits and allowance as they may think fit subject to the approval of the Board of
Directors.
QUALIFICATION SHARES
47. The Qualification of a Director shall be his holding share of the nominal value of Tk.
50,000/- at least in his own name, but a Director representing the interests of a
member or members holding share of the nominal value of Tk. 50,000/- at least shall
require no such share qualification. A Director shall not be qualified as representing
the interests of a member or members holding shares of the requisite value unless
he is appointed as such representative by the member or members concerned by
notice in writing addressed to the Company specifying the shares of the requisite
value appropriated for qualifying such Director.
MANAGEMENT
48. The business of the Company shall be managed by the Board of Directors which shall
exercise all powers and authorities of the Company as are not forbidden by the Act.
There shall be a Managing Director appointed by the Board of Directors. Subject to
the supervision and control of the Board of Directors, the business and all other
affairs of the Company shall be managed by the Managing Director. The
remuneration and allowances of the Managing Director shall from time to time be
fixed by the Board of Directors and may be by way of salary or commission or
participation in profits or by any or all of those modes.
49. Immediately upon the incorporation of the Company, the First Directors of the
Company as given in Article 108 of the Articles of Association shall effect the
holding of a meeting of the First Directors at which meeting a Managing Director
shall be appointed for such period as the Directors think fit. He will exercise all
powers and authorities in respect of direction and management of the affairs and
business of the Company as the Board of Directors decides. Subject to prior consent
of the Board, he may delegate all or any of his powers or authorities to any other
Director, Manager or to such person or persons as he may deem expedient and
revoke such powers at his pleasure.
MANAGING DIRECTOR
50. Sheikh Masadul Alam Masud shall be the first Managing Director of the company for
a period of 3 (three) years from the date of incorporation of the Company unless
otherwise voluntarily resigns and after expiration his tenure, He shall be eligible for
re-election and in case of death or resignation of the Managing Director, the
Directors shall elect a new Managing Director. To control over the management of
the business of the company all acts, matters and things deemed necessary, proper
and expedient for carrying on the normal day to day business of the company. To
make and sign all contracts to the business of the Company including contracts for
sales and purchases and contracts for leases of property. subject to the approval of
the Board. The engage and dismissal of managers, other officers, assistants, clerks,
agents and special services and to determined their authorities and duties and to fix
their remuneration subject to the approval of the Board.
51. The engage and dismissal of managers, other officers, assistants, clerks, agents and
special services and to determined their authorities and duties and to fix their
remuneration subject to the approval of the Board. To draw, sign, accept, endorse
and negotiate on behalf of the company. All bills of exchanges, promissory notes,
check, papers and securities and all other instruments as shall necessary, proper
expedient for carrying on the business of the company with the approval of the
Board resolution. To sign all receipt for money paid to the company and all vouchers
of payments made by the company and such signature shall be an effectual
discharge for the money¿s therein stated to have been received or paid.
52. All the power authorities and discretion of the Board of Directors of the company
except only such of them as by the Act or by these presents are expressly directors
to be exercised by the Board of Directors collectively or by shareholders in general
meeting. Managing Director done the matters and things deemed necessary, proper
and expedient for carrying on the normal day to day business of the company
business regularly follow up the management with the written or oral permission of
the Chairman or Board resolution.
CHAIRMAN
53. Sahanaj Parvin Papia shall be the first Chairman of the Company. In case of an
equality of votes, whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place or at which the poll is demanded
shall be entitled to a second or casting vote.
QUORUM (AGM)
54. 3 (Three) members present in person or by proxy shall be quorum in any General
Meeting. No business shall be transacted at any general meeting unless the quorum
of members is present at that time and when the meeting proceeds The Chairman of
the Board of Directors shall preside over every general meeting. In absence of
Chairman any Director elected by the Board shall preside over the meeting. In any
General Meeting a resolution put to vote of members shall be decided by a show of
hands unless a poll is demanded in accordance with the provisions of section 85(1)
(Ga) of companies Act, 1994..
QUORUM (Board Meeting)
55. 3 (Three) Directors present in person shall from the quorum of Board Meeting. Until
otherwise determined by the company in Board Meeting. the Quorum necessary for
the transaction of business by the Directors may be fixed, from time to time, and
may be changed by the Directors and unless to be fixed. Unless the Board of
Director decides otherwise each Director shall receive by way of remuneration as
the Board of Directors may decide a sum not exceeding Tk. 500.00 per Meeting
attended by him/ her and such the traveling and other allowances as is determined
from time to time. A Director may receive extra remuneration, for extra services
rendered of such a nature, as the law does not oblige him to perform in the normal
discharge of his duty as a Director. The amount of remuneration may be determined
by the Boards.
CLASS ON SHARES
56. The Directors may from time to time make such calls as they think fit upon the
members in respect of all money unpaid on the shares held by them respectively and
not by the condition of allotment thereof made payable at fixed time and each
member shall pay the amount of every call so made on him to the persons and at
the time and places appointed by the Directors. A call may be payable by
installments. A call shall be deemed to have been made at the time when the
resolution of the Directors authorizing such call was passed.
CALL ON SHARES
57. Not less than fourteen days notice of a call shall be given specifying the time, place
of payment and to whom the same shall be paid. If such call in respect of a share is
not paid before or on days appointed for payment thereof, the person from whom
the sum is due shall pay interest upon the sum at a rate decided by the Board from
the day appointed for the payment or to waive payment of interest wholly or in
part. The forfeited shares may be sold or otherwise disposed of in such manner and
on such terms and conditions as the Board of Directors may think fit.
ANNUAL RETURNS
58. The Company shall make the requisite annual returns in accordance with provision of
section 36 of the Company Act, 1994.
BANK ACCOUNT
59. The company shall open a Bank Account (s) in any schedule Bank or Banks and shall
be operated by Managing Director of the company. For this purpose the Board of
Directors shall take necessary resolution from time to time.
ACCOUNTS AND AUDIT
60. The Directors shall cause true accounts to be kept in provision of section 181 & 182
of the Company Act, 1994 and shall provide the section 181-191 of the Company
Act, 1994 with respect to the following: (a) Of all assets and liabilities of the
Company, (b) Of all sums of money received and expended by the Company and the
matters in respect of which such receipts and expenditure take place. (c) Of all
sales and purchases of goods by the Company. The books of accounts shall be kept
at the registered office and shall always be open for inspection by the Directors, if
any.
61. An auditor or auditors shall be appointed and his or their duties be regulated in
accordance with section 210 to 213 of the Companies Act, 1994 or any statutory
modification thereof for the time being in force. Every accounts of the Company
duly audited, certified and signed by the auditors at least once in every year and to
be authenticated by the Directors and passed at Annual General Meeting by the
share holders shall be conclusive. The remuneration of the auditors shall be fixed by
the Company in general meeting except that the remuneration of any auditors
appointed to fill any casual vacancy may be fixed by the Directors.
NOTICE
62. When a notice is sent by post service, the notice shall be deemed to be effected by
properly addressing, preparing and posting a letter containing the notice and under
country is proved to have been effected at the time at which the letter would be
delivered in the ordinary course of post & regulation no. 112 to 114 of Schedule-I
shall apply. A notice may be given by the Company either personally or by
advertisement or by sending it by post or courier service to his registered address.
The signature to any notice to be given by the Company may be written or printed.
SECRECY
63. Every Director, Auditor, Trustee, Member of the Committee, officer, employee or
agent or other person employed in the business of the Company shall if so required
by the Directors, before entering upon his duties sign a declaration pledging himself
to observe strict, Secrecy respecting all transactions of the Company with its
customers and the accounts with individuals and in matters relating thereto.
INDEMNITY
64. The Chairman, The Managing Director and every Directors, Officers and the other
employees of the Company in relation to any affairs of the Company shall be
identified out of the assets of the Company from and against all suits, proceedings,
costs, charges and losses, damages and expenses for any act done or committed in
or about the confide execution of their duties in their respective office except their
willful act, neglect or default and it shall the duty of the Directors to pay in cash
out of the funds of the Company for all losses and expenses which the Directors ,
officers and the employees may in any way incur in the discharge of his/her or their
duties and the amount for which indemnity is provided shall immediately attach a
lien on property over all other claims.
ARBITRATION
65. All disputes respecting the interpretation of these Articles or among the
shareholders interest or the shareholder vis-à-vis the Directors of the Company shall
be referred to the arbitrator¿s one to be nominated by each disputant and their
decision shall be binding on the parties concerned. In case the arbitrators are
unable to decide amongst themselves on the points referred to them they shall refer
them to an umpire as provided under the Arbitration Act, 2001 and the judgment of
such umpire shall be final and binding on all concerned.
WINDING UP
66. The Company if so required shall be wound up, the surplus assets shall subject to
any rights attached to any special class of shares forming part of the capital for the
time being of the Company be applied first in repayment of the capital paid up on
the ordinary shares and the excess (if any) shall be distributed among the members
holding ordinary shares in proportion to the number of ordinary shares held by them
respectively at the commencement of the winding up.
67. If the Company shall be wound up voluntarily or otherwise and the assets available
for distribution among the members as such be insufficient to repay the capital paid
up or which ought to have been paid up at the commencement of the winding up on
the shares held by them respectively and if in a winding up the assets available for
distribution among the members as such be more than sufficient to repay the whole
of the capital paid up at the commencement of the winding up, such excess amount
shall be distributed among the members according to their respective numbers of
shares or the liquidate may, with the sanction of an extra Ordinary Resolution, divide
among the contributors in special manner for any part of the assets of the
Company.
We, the several persons, whose names addresses are subscribed below 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.
SL Name Position No. of Signature

No. Shares of
Taken subscribers
1 Name : Sheikh Masadul Alam Masud Managing 35000
Father's Name : Sheikh Abdus Sobhan Director ( Thirty sd/-
Mother's Name : Mrs. Saleha Begum Five
Address : 118, New Eskton, Road, Ramna, Dhaka Thousand
Date of Birth : 09-OCT-63 shares)
Phone : 01711561249
TIN : 179400137061
NID/Passport No. : 19635918447758793
2 Name : Sahanaj Parvin Papia Chairman 5000
Father's Name : Shakhawat Hossain ( Five sd/-
Mother's Name : Mrs. Ferdoushi Begum Thousand
Date of Birth : 20-JUN-70
Phone : 01919561249
TIN : 521659213656
3 Name : Mst. Beauty Parveen Director 5000
Father's Name : Abdul Rashid Sarker ( Five sd/-
Mother's Name : Mrs. Shuly Sarker Thousand
Date of Birth : 22-MAR-81
Phone : 01720397556
TIN : 566776996116
4 Name : Sk. Maliha Alam Mridu Director 5000
Father's Name : Sheikh Masadul Alam Masud ( Five sd/-
Mother's Name : Sahanaj Parvin Papia Thousand
Date of Birth : 04-NOV-92
Phone : 01971620281
TIN : 165568907623
Witness 1 Witness 2
Name : Md. Saleh Uddin Name : Kishore Sarkar
Address: Suite No.7A, Level-7, Rupayan Address: Suite No.7A, Level-7, Rupayan Karim
Karim Tower, 80 Kakrail, Dhaka Tower, 80 Kakrail, Dhaka
Phone : 01712027490 01715632832
Phone :
NID : 2692620323093 NID : 9127 553 437

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Issue No.

290109 Date: 06/04/2022

THE COMPANIES ACT, 1994

A PRIVATE COMPANY LIMITED BY SHARES

SHAHRIAR AUTO CONCRETE

A PRIVATE COMPANY LIMITED BY SHARES

I. The name of the company is SHAHRIAR AUTO CONCRETE BRICKS LTD.

II. The registered office of the company shall be situated in Bangladesh

Name : Md. Saleh Uddin Name : Kishore Sarkar

NID : 2692620323093 NID : 9127 553 437

SHAHRIAR AUTO CONCRETE BRICKS LTD.

3. "The Board of Directors" or "Board of Directors" or "The Board" means Board of

DIVIDEND AND RESERVE

PROCEEDINGS AT BOARD MEETING

PROCEEDING AT GENERAL MEETING

PROCEEDING AT GENERAL MEETING

TRANSFER AND TRANSMISSION OF SHARES

INCREASE OF SHARE CAPITAL

1. Sheikh Masadul Alam Masud

QUORUM (Board Meeting)

ACCOUNTS AND AUDIT

SL Name Position No. of Signature

Name : Md. Saleh Uddin Name : Kishore Sarkar

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