THE COMPANIES ACT 1994
(ACT XVIII OF 1994)
(A PRIVATE COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
DARUSSALAM HOUSINGPROPERTIES LTD
I. The name of the Company is DARUSSALAM HOUSINGPROPERTIES LTD.
II. The Registered office of the Company shall be situated in Bangladesh.
III. The objects for which the Company is established are all the object will be implemented after obtaining necessary permission from the Government /concern authority /competent authority before commencement of business:
1. To carry on the business of Housing Apartment Project and housing facilities by purchasing land or disposing/sale and by way of joint venture with the land owner or financiers or overseas investor/s.
2. To carry on the business as developer of Land and Constructor of Building both Residential and Commercial either alone or join venture with foreign investor/s.
3. To carry on the business of Real Estate by acquiring Land and constructing modern Apartments and selling thereof.
4. To carry on Real Estate business on buying, developing and selling land including construction of Terracing Building apartments and flats as Developers for selling at home and abroad.
5. To carry on the business of being Middleman regarding sales and purchase of Land and Building. To carry on the business as manufacturing and manufacturers of, dealing and dealers of, in all kinds of bricks i.e. auto bricks, clinker bricks, hollow bricks, general bricks, brick cutters, pipe, ceramics, tiles and sanitary products, Computer training, Educational service, Medicines, Hotel, Decorator, electric and electronics Food products, Pre Cadet School and Collage, Madrasha, University, Market and Shop, Travel Agency, Airlines, Launches, Trading, Indenting, Commission Agents and to import, export, garments.
6. To purchase, acquire, take on lease, or in exchange or in any other lawful manner, another, land buildings, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, gardens, towns, markets, housing estates, residential houses, bungalows or other buildings or conveniences, thereon and to equip the same or any part with all or any amenities or conveniences drainage facility, electricity, water supply, sewerage installation and to deal with the same in any manner.
7. To build, take on lease, purchase acquire in any manner whatsoever any houses, buildings, apartments, flats, rooms, huts or other accommodation for residential, dwelling, business and all other purpose connected therewith and to let or dispose of the same on installment basis, rent, purchase basis or by outright sale whether by private treaty or by auction or in any other mode of disposition all or any integral part thereof.
8. To borrow or raise money or secure the payment of money on such term as the company may consider expedient, including by issue or sale of shares, stock, bonds, debentures, other securities and obligations, perpetual or terminable and or redeemable or otherwise and to secure the same by mortgage, charge or lien on the undertaking and all or any of the real and personal property and assets, present or future and all or any of the uncalled capital for the time being of the company, any to issue and create at par or at a premium per discount, and for such consideration and win and subject to such rights, power, privileges and conditions as may be thought fit, mortgage, charges, memoranda or deposit, debentures or debenture stock, either permanent or redeemable or repayable, and collaterally or future to secure any securities of the company by a trust deed or other assurance.
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.
10. This company can do any lawful business for making profit.
IV. The liability of the members is limited by share.
V. The Authorized Share capital of the company is Tk. 1,00,00,000/- (One Crore) only divided in to 1,00,000 (One Lac) ordinary shares of Tk. 100.00 (One hundred) each with power to increase and reduce the Capital and to divide the share in the capital for the time being into several classes and to attach thereto respectively such preferential qualified deferred or special right or privileges or conditions as may be determined by or in accordance with the articles of the company and to very or modify of abrogate any such rights privileges and condition as may be for the time being provided by the articles of the company.
We, the several person, whose names, address and descriptions are subscribed below are desirous of being formed into a Private Limited Company in pursuance with this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names:-
Sl.No. | Name, Addresses, Descriptions and Nationality of the Subscribers. | Number ofShares of theSubscribers | Signature of Subscribers |
| 01 | Name: A.S.M. Emamul Hassan S/O. Md. Najir Ahmmed Mother’s Name : Jahanara Begum Address. Kazi Nazurl Islam Road, C&B Road, Barishal Mobile: 01718095597, E-mail: darus.salam.ltd@gmil.com Date of Birth : 14/04/1970, TIN: 221-103-8931 NID: 0695117222191, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 02 | Name: Md. Alauddin Hawlader S/O. Late Kafil Uddin Hawlader Mother’s Name : Mrs. Sadia Khatun Address. Vill: Zia Sarok, Mriadha Bari, Word-22, Barishal City. Mobile: 01198047874, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/07/1969,TIN: 421-117-8974 NID: 4154798477280, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 03 | Name: Dr. Md. Estiak Hossain S/O. Late Munsi Md. Abdul Oahade Mother’s Name : Jahanara Begum Address. House-7 D, Daktar Coater Sagordi Barishal. Mobile: 01711739502, E-mail: darus.salam.ltd@gmil.com Date of Birth : 10/02/1953 , TIN: 421-100-5600 NID:0695112193204, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 04 | Name: Md. Hemayet Howlader S/O. Late Md. Kasham Ali Howlader Mother’s Name : Mst. Jarina Khatun Address. House-0203, Road: Zia Sarok, P.O: Barisal, Mobile: 01816745078, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/08/1969, TIN: 421-117-8982 NID: 4614363654215, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 05 | Name: Moaj Ahmmed S/O. Abdul Haque Mother’s Name : Mst. Lutfor Nesa Begum Address. Vill:+ P.O: Uttar Rakudia, P.S: Babugong, Dist: Barishal. Mobile: 01715257821, E-mail: darus.salam.ltd@gmil.com Date of Birth : 05/09/1968, TIN: 421-117-9045 NID: 0695120244801, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 06 | Name: Md. Abdus Salam Howlader S/O. Late Abdur Rashid Howlader Mother’s Name : Kulsum Address. Vill: Doaria, P.O: Rakudia, P.S: Babuganj. Barisal. Mobile: 01718087821, E-mail: darus.salam.ltd@gmil.com Date of Birth : 12/06/1964, TIN: 440-100-0894 NID: 0610381654140, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 07 | Name: Shah Jahan Molla S/O. Late Oares Ali Molla Mother’s Name : Chan Boru Bibi Address. Sare Bangla Sarok, Nothullahbad Mobile: 01711003353, E-mail: darus.salam.ltd@gmil.com Date of Birth : 16/05/1962, TIN: 421-117-9109 NID:030695128305158, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 08 | Name: Mohammad Moin Uddin Sikder S/O. Mohammad Ismail Hossain Mother’s Name : Mrs. Johora Khatun Address. 22 No Word, Zia Sarok, Barishal. Mobile: 01914426661, E-mail: darus.salam.ltd@gmil.com Date of Birth : 18/03/1964, TIN: 421-117-9071 P.P.No: C 0668428, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 09 | Name: Abdur Razzak S/O. Late Soijuddin Khalifa Mother’s Name : Late Jainob Bibi Address. House-1273, East Esakathi Abdullah Sarok, Esakathi, Dashipur, Barishal. Mobile: 01721691567, E-mail: darus.salam.ltd@gmil.com Date of Birth : 12/12/1962, TIN: 421-113-5763 NID: 0695129313042, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 10 | Name: Hafez Md. Harunur Rashid S/O. Late Moslem Ali Howlader Mother’s Name : Late Chan Baru Bibi Address. Vill: Collage Road, P.O: Barishal, P.S: Barishal, Dist: Barishal. Mobile: 01759072911, E-mail: darus.salam.ltd@gmil.com Date of Birth : 05/10/1957, TIN: 421-117-9088 NID: 0695120242760, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 11 | Name: Md. Sirajul Islam S/O. Late Md. Abdul Majid Howlader Mother’s Name : Halima Begum Address. Zia Sarok, P.O: Barishal, Barishal Mobile: 01716458237, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/01/1968, TIN: 421-117-9117 NID: 0696122257337, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 12 | Name: Md. Matiur Rahman S/O. Late Md. Sultan Mia Mother’s Name : Fajelat Begum Address. Chandrika Kawnia Main Road, Barishal. Mobile: 01711624932, E-mail: darus.salam.ltd@gmil.com Date of Birth : 30/03/1965, TIN: 421-117-9010 NID: 0695102112215, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 13 | Name: A.N.M. Saiful Ahsan Azim S/O. Md. Nur Hossan Mother’s Name : Taherun Nessa Address. Kanika Building C&B Road Barishal. Mobile: 01711374041, E-mail: darus.salam.ltd@gmil.com Date of Birth : 10/12/1971, TIN: 420-104-8973 NID: 069512552257013, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 14 | Name: Md. Jahangir Hossain S/O. Late Janab Ali Howlader Mother’s Name : Mrs. Saiydun Nessa Address. Vill: Sare-e-Bangla Road, P.O: Kasipur, P.S: Barishal, Dist: Barishal. Mobile: 01731179948, E-mail: darus.salam.ltd@gmil.com Date of Birth : 28/02/1959, TIN: 421-117-9029 NID: 0695128305201, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 15 | Name: Md. Siddiqur Rahman S/O. Late Enser Ali Howlader Mother’s Name : Kulsum Begum Address. Hospital Road, Police Office, Barguna. Mobile: 01712993437, E-mail: darus.salam.ltd@gmil.com Date of Birth : 15/07/1968, TIN: 421-117-9053 NID: 0422802104328, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 16 | Name: S.M. Saiful Islam S/O. Late Ishaque Mia Mother’s Name : Jannatul Ferdaus Address. Vill: Balipara, P.O: Uttarkul, P.S: Banuripara, Barishal. Mobile: 01726760896, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/01/1976, TIN: 420-112-0023 NID: 0611021775680, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 17 | Name: Md. Hafijur Rahman S/O. Late Atahar Ali Mother’s Name : Anowra Begum Address. Vill: Midibag, P.O: Sylhet, P.S: Sylhet, Sylhet. Mobile: 01754621684, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/01/1976, TIN: 421-117-9061 P.P.No: E 1762275, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 18 | Name: Firoz Khan S/O. Late Abdul Karim Khan Mother’s Name : Late Asia Khatun Address. Vill: kundialpara, P.O: Hijoltala, P.S: Barishal, Barishal. Mobile: 01721924412, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/03/1968, TIN: 421-117-9096 NID: 0615132831442, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 19 | Name: Md. Zakir Hossain S/O. Md. Yausuf Ali Mother’s Name : Mrs. Nurjahan Begum Address. Fishari Road, Barishal. Mobile: 01554323265, E-mail: darus.salam.ltd@gmil.com Date of Birth : 05/03/1970, TIN: 421-117-9037 NID: 4154798195283 Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 20 | Name: Mahamuda Khanom W/O. Shah Jahan Molla Mother’s Name : Shanur Begum Address. Sare Bangla Sarok, Nothullahbad. Mobile: 01711003353, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/01/1968 , TIN: 421-117-9002 NID: 0695128305159 , Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 21 | Name: Nayan Tara W/O. Zakir Hossain Mother’s Name : Mrs. Hajera Begum Address. Vill: Sholna, P.O: Sholna, P.S: Barishal, Barisal. Mobile: 01711359185, E-mail: darus.salam.ltd@gmil.com Date of Birth : 10/05/1972 , TIN: 421-117-8990 NID: 0615177897939 , Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| Total= 21,000 (One thousand) Shares | |||
Dated the ..............day of.................................... 2011.
Witness to the Signatures of the subscribers:-
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
(A PRIVATE COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
DARUSSALAM HOUSINGPROPERTIES LTD
PRELIMINARY
1. The Regulations contained in the schedule-1 of the Companies Act 1994 shall as is hereby expressly modified or excluded, apply to this company as are applicable to Private Limited. Company.
INTERPRETATION
2. The Company is a “Private Limited Company” within the meaning of Section 2(1) Under clause (Q) of the Companies Act, 1994 and accordingly the following shall apply:
a) No invitation shall be issued to the public to subscribe for any share or debentures of the Company.
b) The number of Members of the Company (exclusive of the persons in the employment of the Company) shall not exceed fifty Provided that where two or more persons hold any share or shares jointly, they shall (not withstanding the aforesaid restriction, be deemed to be a single member with respect to the said holding.
c) The rights to transfer of shares of the Company shall be restricted in the manner hereinafter appearing.
PRIVATE COMPANY
3. The Company is a Private Limited Company within the meaning of Section 2 (1) under Clause (Q) of the Companies Act, 1994 and accordingly the following shall apply: a) No invitation shall be issued to the public to subscribe for any shares and debenture of the Company. b) The number of the members of the Company (exclusive of persons in employment of the Company) shall be limited to fifty provided that for the purpose of this provision where two or more persons hold one or more shares jointly in the Company they shall be treated as single member. c) The right to transfer shares in the Company is restricted in the manner and to the extent hereinafter appearing.
SHARE CAPITAL
4. The Authorized Share capital of the company is Tk. 1,00,00,000 (One Crore) only divided in to 1,00,000 (One Lac) ordinary shares of Tk. 100.00 (One hundred) each with power to increase and reduce the capital and to divide the share into different classes to attach thereto any special rights or privileges or conditions as regards dividends, repayment of capital voting or otherwise or to consolidate or sub-divide the shares.
SHARE CERTIFICATE
5. The Certificate of title to share and duplicate thereof when necessary shall be issued under the common seal of the company and signed by the Managing Director and any one of the Directors. If any share certificate is defaced, worn out, destroyed or lost may be re-issued on such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement or wearing out) on delivery of the old certificate and in case of payment of such sum not exceeding Tk. 5.00 as the Directors may from time to time determine.
TRANSFER AND TRANSMISSION OF SHARES
6. The instrument of transfer of any share in the Company shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof. With the approval of the Board of Directors any share may be transferred by a shareholder to his or her wife, husband, son, daughter, brother, sister, father, mother or any one else. Except as aforesaid no share be transferred to any person who is not a member of the company so long as any member willing to purchase the same at the fair value to be determined by the Board of Directors at their discretion. The procedure for ascertaining whether any member is willing to purchase any share shall be determined by the Board of directors.
7. Every member desirous of transferring his/ her shares shall at the first instance offer the same to the existing members of the company. The Directors may without assigning any reason whatsoever decline to register any transfer of share including transfer to any person who is a member of the Company.
ALTERNATION OF CAPITAL
8. The Director may, with the sanction of the Company in General Meeting increase the share capital such sum, to be divided into shares of such amount, as the resolution shall prescribe. The company may, by special resolution, reduce its share capital in any manner and with and subject to any incident authorized and consent required by law.
BORROWING POWER
9. The Board of Directors may from time to time raise or borrow any sum or sums of money for the company from any person, Bank, Firms, companies and particularly from any director and may secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures of the company by making, drawing, accepting or endorsing on behalf of the company any promissory notes or giving or issuing any other security of the company or by mortgage or by charge or by the issue of debenture or debenture stock of the company, perpetual or terminable and with or without a trust deed charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being.
GENERAL MEETING
10. The first General Meeting of the company shall be held within 18 (Eighteen) months from the date of incorporation of the Company and thereafter once at least in every calendar year but not later than fifteen months from the date of the last preceding General Meeting at such time and place at the Directors may prescribe from time to time. The above mentioned General Meeting shall be called as ordinary General Meeting and other meetings of the members shall be called Extra-Ordinary General Meeting.
PROCEEDING AT GENERAL MEETING
11. Subject to the provision of section 87(2) of the Companies Act, 1994 relating to special resolution not less than 14 (fourteen) days notice specifying the place, the day and the hour of the General meeting with nature of such business by given to the members in the manner hereinafter mentioned, but accidental omission to give such notice or the non-receipt of notice by any member shall not invalidate the proceeding of the general meeting which may with the consent of all of the members be called by a shorter notice and in such manner as the members think fit.
QUORUM (AGM)
12. The Quorum necessary for the transaction of business by the Directors may be fixed from time to time and unless to fixed shall be 2 (Two).
QUORUM (Board Meeting)
13. 2 (Two ) members present in person and qualified to vote shall form a Quorum in any general meeting. Whenever the Board of Directors think it necessary, it may call a General Meeting, whether ordinary or extra-ordinary at such time ( subject to the provisions of Section 84 of the Act ) and place as the Board thinks fit.
VOTE OF MEMBERS
14. On a show of hands every member present in person shall have one vote and upon a poll every member present in person or by proxy or attorney shall have one vote for every share held by him. On a poll, votes may be given either personally or by attorney or by representative with a letter of authorization.
DIRECTORS
15. Unless otherwise determined by the company in a 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 until otherwise they become disqualified under the provisions of section 108 (1) of the Act or voluntarily resigns or causing death.
1. A.S.M. Emamul Hassan 2. Md. Alauddin Hawlader
3. Dr. Md. Estiak Hossain 4. Md. Abdus Salam Howlader
5. Moaj Ahmmed 6. Md. Abdus Salam Howlader
7. Shah Jahan Molla 8. Mohammad Moin Uddin Sikder
9. Abdur Razzak 10. Hafez Md. Harunur Rashid
11. Md. Sirajul Islam 12. Md. Matiur Rahman
13. A.N.M. Saiful Ahsan Azim 14. Md. Jahangir Hossain
15. Md. Siddiqur Rahman 16. S.M. Saiful Islam
17.Md. Hafijur Rahman 18. Firoz Khan
19.Md. Zakir Hossain 20. Mahamuda Khanom
21. Nayan Tara
QUALIFICATION OF SHARES
16. The qualification of a Director shall be holding in his/her own name at least 500 (Five Hundred) shares of the nominal value of tk 100/- (one hundred) each unless otherwise determined in a general 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 be fixed shall be 2 (two) unless the Board of Director decides otherwise each Director shall receive by way of remuneration or honorarium a sum not exceeding tk.500. per meeting attend by him/her and such traveling and other allowances as may be decided by the Board of Directors from time to time.
POWERS OF DIRECTORS
17. The Board of Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill up a casual vacancy or an addition to the Board by co-option so that the total number of Directors shall not at any time exceed the maximum number of Directors fixed by the Company. The management of the business of the Company shall be in the hands of the Board of Directors who may pay such expenses of any preliminary and incidental to the promotion, establishment and registration of the Company and do such acts as may be exercised and done by the Company as are not forbidden by the state or by this Articles required to be exercised or done by the Company in general meeting, subject nevertheless, to any regulation to be inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual.
18. The Board of Directors shall provide for the safe custody the Companies Seal, every instrument to which the seal is affixed shall be signed by the Managing Director. Each Director shall be responsible for proper discharge of the Companies business that may be entrusted to him/her by the Board.
DISQUALIFICATION OF DIRECTORS
19. In provision of Section 108(1) and 94 (1) of the Companies Act, 1994, the office of the Directors shall be vacated if he/she. a) Fails to obtain within the time specified in provision of Section 97(1) of the Companies Act, 1994 or any time thereafter ceases to hold the share qualification necessary for his/her appointment, or b) He/ she is found to be a person of unsound mind by a court of competent jurisdiction, or c) He/ she is adjudged insolvent, or d) He/ she fails to pay calls made on him in respect or shares held by him within six months from the date of such calls being made, or e) Absent himself /herself from three consecutive meetings of the directors or from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Directors removed from the Directorship by an extra-ordinary resolution.
CHAIRMAN
- A.S.M. Emamul Hassan shall be the First Chairman of the Company. He will hold and occupy this position for a period of 5 (five) years until resigns voluntarily or becomes disqualified under the provision of Companies Act. He will preside over all the meetings of the Board of Directors as well as general meeting or extra-ordinary general meeting.
POWERS OF CHAIRMAN
- The Chairman will shall have the following powers:
a. To manage the business and all other affairs of the Company, to appoint and employ officers, Engineers, clerks, servants and day laborers for the Company and to remove or discharge them and appoint others and to pay the salary, remuneration and wages to the persons so employed and also to pay the preliminary expenses and other expenses for the formation and registration of the Company.
b. To borrow or raise money by way of loans or overdrafts or by the creation of mortgage, charge of hypothecation or and on such terms and conditions as he may think fit and to sign, execute, seal and delivery necessary documents for securing the loan.
c. To demand, sue for, realize and recover all dues, claims, demand, damages and compensations due and payable to the Company and to take proceedings, civil, criminal, revenue or and whether original or appellate.
d. To purchase or acquire for the Company any land, building, office, storage, licenses, rights, privileges, concessions, plant, machineries, goods, equipment, all construction materials and utensils as may be required by the Company and at such consideration and on such terms and conditions as he may think fit.
e. To open branch office of the Company in Bangladesh or in any other foreign country as he may think necessary and also to close the same.
MANAGING DIRECTOR
- Md. Alauddin Howlader shall be the first Managing Director of the company and he shall hold the office for a period of 5 (five) years unless he voluntarily resigns or disqualified under Section 108(1) of the provision of the Companies Act, 1994.Subject to the control and supervision of the Board of Directors the Chairman & Managing Director shall exercise the following powers:
a) To manage all concerns and affairs of the company to appoint
employees officers, agents, organizers, experts, scientists, engineers, technicians, day labours, servants and others for the purpose of the company and remove or dismiss them and appoint others in their place and to pay and allow to be paid to employees as aforementioned such salaries, commission, wages or other remuneration as he deem fit and proper and in particular to sanction and spend the preliminary expenses of the company with the approval of the Board of Directors.
b) To borrow or raise any sum of money by loan or otherwise or mortgage or such securities terms as he may deem fit and execute, sign and seal or deliver all necessary documents or do any other act on that behalf of the company with the approval of the Board of Directors.
23. c) To purchase or otherwise acquire for the company and property rights, privileges on behalf of the company at such price and generally on such terms and conditions as he thick fit subject to the approval of the Board.
e) To sign chouse, certificates and other documents on behalf of the company.
f) To execute and sign in the name of the company all such deeds and things as are necessary for the company.
g) To purchase, sell, exchange or otherwise dispose of absolutely or conditionally any property for the purpose of the company
To enter into all such negotiations and contracts and verify all such contracts and execute and verify all such acts and deeds in the name and on behalf of company.
DEPUTY MANAGING DIRECTOR
- Dr. Md. Estiak Hossain shall director of Finance meet together for the disposal of business adjourn and otherwise regulate their meetings and proceedings as they think fit. All questions arising at a meeting of the Directors shall be decided by majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote. A director may, and the Secretary on the requisition of a director, shall at any time, summon a meeting of directors.
A meeting of the Directors at which a quorum is present shall be competent to exercise all or any of the powers and authorities of the Directors. Unless determined 3 (Three) Director shall form the quorum of a Directors meeting.
VICE CHAIRMAN
- Md. Hemayet Howlader shall be the First Chairman of the Company. He will hold and occupy this position for a period of 5 (five) years until resigns voluntarily or becomes disqualified under the provision of Companies Act. He will preside over all the meetings of the Board of Directors as well as general meeting or extra-ordinary general meeting.
- Moaj Ahmmed shall be the First Chairman of the Company. He will hold and occupy this position for a period of 5 (five) years until resigns voluntarily or becomes disqualified under the provision of Companies Act. He will preside over all the meetings of the Board of Directors as well as general meeting or extra-ordinary general meeting.
- Md. Abdus Salam Howlader shall be the First Chairman of the Company. He will hold and occupy this position for a period of 5 (five) years until resigns voluntarily or becomes disqualified under the provision of Companies Act. He will preside over all the meetings of the Board of Directors as well as general meeting or extra-ordinary general meeting.
FINANCE DIRECTOR
- Shah Jahan Molla shall director of Finance meet together for the disposal of business adjourn and otherwise regulate their meetings and proceedings as they think fit. All questions arising at a meeting of the Directors shall be decided by majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote. A director may, and the Secretary on the requisition of a director, shall at any time, summon a meeting of directors.
A meeting of the Directors at which a quorum is present shall be competent to exercise all or any of the powers and authorities of the Directors. Unless determined 3 (Three) Director shall form the quorum of a Directors meeting.
EXECUTIVE DIRECTOR
- Mohammad Moin Uddin Sikder shall be the first Executive Director of the company and she shall hold office for a period of 5 (Five) years or she resigns voluntarily or disqualified under the provision of the Companies Act. 1994.
MARKETING DIRECTOR
- Md. Sirajul Islam shall be the first Marketing Director of the company and she shall hold office for a period of 5 (Five) years or she resigns voluntarily or disqualified under the provision of the Companies Act. 1994.
- Md. Matiur Rahman shall be the first Marketing Director of the company and she shall hold office for a period of 5 (Five) years or she resigns voluntarily or disqualified under the provision of the Companies Act. 1994.
PROJECT DIRECTOR
- Md. Abdur Razzak shall director of Finance meet together for the disposal of business adjourn and otherwise regulate their meetings and proceedings as they think fit. All questions arising at a meeting of the Directors shall be decided by majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote. A director may, and the Secretary on the requisition of a director, shall at any time, summon a meeting of directors.
- Hafez Md. Harunur Rashid shall director of Finance meet together for the disposal of business adjourn and otherwise regulate their meetings and proceedings as they think fit. All questions arising at a meeting of the Directors shall be decided by majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote. A director may, and the Secretary on the requisition of a director, shall at any time, summon a meeting of directors.
- S.M. Saiful Islam shall director of Finance meet together for the disposal of business adjourn and otherwise regulate their meetings and proceedings as they think fit. All questions arising at a meeting of the Directors shall be decided by majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote. A director may, and the Secretary on the requisition of a director, shall at any time, summon a meeting of directors.
BANK ACCOUNT
- The Company shall open Bank Account with any Commercial Bank/Private Bank or Financial Institutions and shall be operated by the Joint Signature of the Chairman, Managing Director, Finance Director, Vice Chairman and any one Director of the Company or as per resolution of the Board of Directors, Must be Chairman Signature.
ADVISOR
- The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of the Company and fix up his remuneration.
NOTICE
- When a notice is sent by post service of the notice shall be deemed to be effectual by properly addressing prepaying and posting a letter containing the notice and unless contrary is provided to have been effect at the time at which the letter would deliver in the ordinary course of post & regulation 113 to 117 of Schedule-1 shall apply.
ACCOUNTS AND AUDIT
- The Directors shall cause to be kept proper books of accounts as provided in Section 181 of the Companies Act, 1994. An Auditor shall be appointed and his or her or their duties 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 account when audited and approved at the General Meeting shall be conclusive except so far regards to and error. Any such error when discovered within or before the audit of the next account shall be corrected forthwith.
ANNUAL RETURNS
- The company shall comply with the provision of Section 36 of the Companies Act, 1994 as the making of annual returns.
DIVIDEND AND RESERVE
- The Company and Annual General Meeting may declare dividends but no dividend shall be credited as Paid Up on their respective shares or the members in the capital of the Company at the date to declaration of the dividend after creation of reserve as they think it. No dividend shall be payable except out of the profits of the Company of the year or any other undistributed profits and no dividend shall carry interest as against the company. The Board of Directors shall have absolute discretion as to the employment of the reserves created out of the net profit of the company and in declaring fully paid bonus share out of profits.
The Board of Directors may from time to time pay to the members such interim dividends as appear to the directors to justified by the profits of the Company.
COMMON SEAL
- The company shall have a common seal which will remain in the custody of the Managing Director. Every instrument to which the seal affixed shall be countersigned by the Managing Director. Such seal and signature shall be conclusive evidence of the fact that the seal has been properly affixed.
INDEMNITY
- Every Director, officer and servant of the Company shall be indemnified by the company for all losses and expenditure by him/her or them respectively in or about the discharge of his/her duties except when such happen from respective willful act, neglect or default and it will be duty of the Directors to pay cash, out of the funds of the Company, all losses and expenses which any Director, officer or servant may have incurred in any way in the discharge of their respective duties. The amount for which indemnity so provided shall immediately attach lien over the property of the Company and shall have priority over all other claims. The Directors shall have absolute discretion as to the employment of the reserve fund created out of the next profits of the company.
SECRECY
- The Chairman, Managing Director, Director, Advisor, Manager, Secretary, Auditors, Accountants, Officers, Agents or other person employed in the business of the company shall have to observe strict secrecy respecting all matters which may come to his knowledge in the discharge of the duties when required to do so by resolution of the company or by court of law or where the person connected is required to do so in order to comply with any provision of the law or in these presents.
ARBITRATION
- If and whenever any difference shall arise between the Company and any of the members of their representative touching the construction of any of the Article herein contained or any Act, matter or thing made, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reason of these presents or of the statutes or any of them, such difference shall forthwith be referred to two Arbitrators, one to be appointed by each party and a third arbitrator may be chosen by the two Arbitrators, if deemed necessary, before entering on the consideration in accordance with the provisions of the Arbitration Act,2001.
WINDING UP
- If the Company is wounded up the surplus assets (subject to any rights attached any special classes of shares forming part of the capital for the time being) of the Company be applied first in the repayment of capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members in proportion to the number of shares held by them respectively. The Director, the Secretaries, the Auditors and other Officers or Servants for the time being in relation to any of the affairs of the company be indemnified out of the assets of the Company from and against all or any act done or omitted in or about the bonafied execution of their duty.
We, the several person, whose names, address and descriptions are subscribed below are desirous of being formed into a Private Limited Company in pursuance with this Article of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names:-
Sl.No. | Name, Addresses, Descriptions and Nationality of the Subscribers. | Number ofShares of theSubscribers | Signature of Subscribers |
| 01 | Name: A.S.M. Emamul Hassan S/O. Md. Najir Ahmmed Mother’s Name : Jahanara Begum Address. Kazi Nazurl Islam Road, C&B Road, Barishal Mobile: 01718095597, E-mail: darus.salam.ltd@gmail.com Date of Birth : 14/04/1970, TIN: 221-103-8931 NID: 0695117222191, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 02 | Name: Md. Alauddin Hawlader S/O. Late Kafil Uddin Hawlader Mother’s Name : Mrs. Sadia Khatun Address. Vill: Zia Sarok, Mriadha Bari, Word-22, Barishal City. Mobile: 01198047874, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/07/1969,TIN: 421-117-8974 NID: 4154798477280, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 03 | Name: Dr. Md. Estiak Hossain S/O. Late Munsi Md. Abdul Oahade Mother’s Name : Jahanara Begum Address. House-7 D, Daktar Coater Sagordi Barishal. Mobile: 01711739502, E-mail: darus.salam.ltd@gmail.com Date of Birth : 10/02/1953 , TIN: 421-100-5600 NID:0695112193204, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 04 | Name: Md. Hemayet Howlader S/O. Late Md. Kasham Ali Howlader Mother’s Name : Mst. Jarina Khatun Address. House-0203, Road: Zia Sarok, P.O: Barisal, Mobile: 01816745078, E-mail: darus.salam.ltd@gmil.com Date of Birth : 01/08/1969, TIN: 421-117-8982 NID: 4614363654215, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 05 | Name: Moaj Ahmmed S/O. Abdul Haque Mother’s Name : Mst. Lutfor Nesa Begum Address. Vill:+ P.O: Uttar Rakudia, P.S: Babugong, Dist: Barishal. Mobile: 01715257821, E-mail: darus.salam.ltd@gmail.com Date of Birth : 05/09/1968, TIN: 421-117-9045 NID: 0695120244801, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 06 | Name: Md. Abdus Salam Howlader S/O. Late Abdur Rashid Howlader Mother’s Name : Kulsum Address. Vill: Doaria, P.O: Rakudia, P.S: Babuganj. Barisal. Mobile: 01718087821, E-mail: darus.salam.ltd@gmail.com Date of Birth : 12/06/1964, TIN: 440-100-0894 NID: 0610381654140, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 07 | Name: Shah Jahan Molla S/O. Late Oares Ali Molla Mother’s Name : Chan Boru Bibi Address. Sare Bangla Sarok, Nothullahbad Mobile: 01711003353, E-mail: darus.salam.ltd@gmail.com Date of Birth : 16/05/1962, TIN: 421-117-9109 NID:030695128305158, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 08 | Name: Mohammad Moin Uddin Sikder S/O. Mohammad Ismail Hossain Mother’s Name : Mrs. Johora Khatun Address. 22 No Word, Zia Sarok, Barishal. Mobile: 01914426661, E-mail: darus.salam.ltd@gmail.com Date of Birth : 18/03/1964, TIN: 421-117-9071 P.P.No: C 0668428, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 09 | Name: Abdur Razzak S/O. Late Soijuddin Khalifa Mother’s Name : Late Jainob Bibi Address. House-1273, East Esakathi Abdullah Sarok, Esakathi, Dashipur, Barishal. Mobile: 01721691567, E-mail: darus.salam.ltd@gmail.com Date of Birth : 12/12/1962, TIN: 421-113-5763 NID: 0695129313042, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 10 | Name: Hafez Md. Harunur Rashid S/O. Late Moslem Ali Howlader Mother’s Name : Late Chan Baru Bibi Address. Vill: Collage Road, P.O: Barishal, P.S: Barishal, Dist: Barishal. Mobile: 01759072911, E-mail: darus.salam.ltd@gmail.com Date of Birth : 05/10/1957, TIN: 421-117-9088 NID: 0695120242760, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 11 | Name: Md. Sirajul Islam S/O. Late Md. Abdul Majid Howlader Mother’s Name : Halima Begum Address. Zia Sarok, P.O: Barishal, Barishal Mobile: 01716458237, E-mail: darus.salam.ltd@gmail.com Date of Birth : 01/01/1968, TIN: 421-117-9117 NID: 0696122257337, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 12 | Name: Md. Matiur Rahman S/O. Late Md. Sultan Mia Mother’s Name : Fajelat Begum Address. Chandrika Kawnia Main Road, Barishal. Mobile: 01711624932, E-mail: darus.salam.ltd@gmail.com Date of Birth : 30/03/1965, TIN: 421-117-9010 NID: 0695102112215, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 13 | Name: A.N.M. Saiful Ahsan Azim S/O. Md. Nur Hossan Mother’s Name : Taherun Nessa Address. Kanika Building C&B Road Barishal. Mobile: 01711374041, E-mail: darus.salam.ltd@gmail.com Date of Birth : 10/12/1971, TIN: 420-104-8973 NID: 069512552257013, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 14 | Name: Md. Jahangir Hossain S/O. Late Janab Ali Howlader Mother’s Name : Mrs. Saiydun Nessa Address. Vill: Sare-e-Bangla Road, P.O: Kasipur, P.S: Barishal, Dist: Barishal. Mobile: 01731179948, E-mail: darus.salam.ltd@gmail.com Date of Birth : 28/02/1959, TIN: 421-117-9029 NID: 0695128305201, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 15 | Name: Md. Siddiqur Rahman S/O. Late Enser Ali Howlader Mother’s Name : Kulsum Begum Address. Hospital Road, Police Office, Barguna. Mobile: 01712993437, E-mail: darus.salam.ltd@gmail.com Date of Birth : 15/07/1968, TIN: 421-117-9053 NID: 0422802104328, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 16 | Name: S.M. Saiful Islam S/O. Late Ishaque Mia Mother’s Name : Jannatul Ferdaus Address. Vill: Balipara, P.O: Uttarkul, P.S: Banuripara, Barishal. Mobile: 01726760896, E-mail: darus.salam.ltd@gmail.com Date of Birth : 01/01/1976, TIN: 420-112-0023 NID: 0611021775680, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 17 | Name: Md. Hafijur Rahman S/O. Late Atahar Ali Mother’s Name : Anowra Begum Address. Vill: Midibag, P.O: Sylhet, P.S: Sylhet, Sylhet. Mobile: 01754621684, E-mail: darus.salam.ltd@gmail.com Date of Birth : 01/01/1976, TIN: 421-117-9061 P.P.No: E 1762275, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 18 | Name: Firoz Khan S/O. Late Abdul Karim Khan Mother’s Name : Late Asia Khatun Address. Vill: kundialpara, P.O: Hijoltala, P.S: Barishal, Barishal. Mobile: 01721924412, E-mail: darus.salam.ltd@gmail.com Date of Birth : 01/03/1968, TIN: 421-117-9096 NID: 0615132831442, Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 19 | Name: Md. Zakir Hossain S/O. Md. Yausuf Ali Mother’s Name : Mrs. Nurjahan Begum Address. Fishari Road, Barishal. Mobile: 01554323265, E-mail: darus.salam.ltd@gmail.com Date of Birth : 05/03/1970, TIN: 421-117-9037 NID: 4154798195283 Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 20 | Name: Mahamuda Khanom W/O. Shah Jahan Molla Mother’s Name : Shanur Begum Address. Sare Bangla Sarok, Nothullahbad. Mobile: 01711003353, E-mail: darus.salam.ltd@gmail.com Date of Birth : 01/01/1968 , TIN: 421-117-9002 NID: 0695128305159 , Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| 21 | Name: Nayan Tara W/O. Zakir Hossain Mother’s Name : Mrs. Hajera Begum Address. Vill: Sholna, P.O: Sholna, P.S: Barishal, Barisal. Mobile: 01711359185, E-mail: darus.salam.ltd@gmail.com Date of Birth : 10/05/1972 , TIN: 421-117-8990 NID: 0615177897939 , Business, Bangladeshi. | 1,000 (One Thousand) Shares | |
| Total= 21,000 (One thousand) Shares | |||
Dated the ..............day of.................................... 2011.
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