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BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
MEMORANDUM OF ASSOCIATIONAND
ARTICLES OF ASSOCIATION
Submitted ToDr. Shahab UddinCourse Instructor
Legal Environment In Business
Submitted By
Akib Mushrur(793) A.R.M Mojaffar Hossain(823) Nusrat khondaker(785) Nasheen Abdullah(810)Raisa Tanzila Alam(786) S.M.A Mukit(1989)Tahsin Noor(791) Muammer Al Misbah(1978) Nargish Sultana Bappy(789) Abdul Ahad Khan(1991)
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Date of SubmissionSeptember 30, 2012
Institute Of Business AdministrationJahangirnagar University
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BAHOK AUTO INDUSTRIES (PRIVATE)
LIMITED
THE COMPANIES ACT
(N0.26 OF 1994)
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
(PRIVATE COMPANY LIMITED BY SHARES)
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THE COMPANIES ACT 1994
COMPANY LIMITED BY SHARE
Memorandum of Association
BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED
I. The name of the Company is "BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED".
II. The Registered Office of the Company will be situated in Bangladesh.
III. The objects for which the Company is established are all or any of the following: -
1. To erect, set up, establish and operate plants for the progressive manufacture, assembly or
production of industrial, agricultural and farm machinery, equipments and implements,
transportation modes of all sorts and description, earth moving equipment, accessories,
components, attachments and spares, bodies and engine used for or in connection with any of the
aforementioned machinery or equipment.
2. To erect, set up, establish and operate plants for the manufacture of automotive vehicles
of all kinds and sorts including buses, double deckers, trucks, cars, four wheelers, auto
rickshaws, motor cycle rickshaws, motor cycles and scooters and to manufacture, produce,
fabricate components, parts, accessories, attachments, bodies and engines thereof.
3. To carry on the business of all sorts of engineering goods and machinery and equipment
whether locally manufactured or not and to carry on trading, fabrication, manufacturing, import,
export, indenting and to act as contractors, agents, dealers of all sorts of engineering goods and
machinery and equipments as ancillary to the said business and which may seem to the Company
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capable of being carried on in connection with the said business and to establish and maintain
workshops and testing laboratories.
4. To purchase, hire or otherwise acquire factories and other premises or business in
connection with manufacture of automotive parts, components and accessories.
5. To carry on the business of iron-founders, mechanical engineers, machinists,
manufacturers, dealers, importers and exporters of all kinds of auto parts, accessories,
implements, tools, gas, generators, engines, types, rubber goods, tubes, bodies, chassis,
carburetors, magnets, silencers, radiators, sparking plugs, paraffin vaporizers, speedometers, self-
starters, gears, wheels, parts and accessories of all kinds which may be useful for or conducive to
the carrying on of the business of the company.
6. To carry on the trade or business of sheet metal parts, light engineering, iron masters,
steel makers, steel converters, miners, engineers, tinplate makers and iron founders in all the
fields.
7. To arrange for the training in Bangladesh or abroad and to provide facilities for the
training of industrial consultancy and import and export of industrial machinery, raw material
and finished products and to carry on the business of constructional engineering and all types of
architectural services.
8. To act as consultants and render advisory and technical services in the field of civil,
electrical, mechanical, chemical engineering and other engineering projects and to carry on the
business of consultancy and contracts in public, government and private sectors in or outside
Bangladesh.
9. To carry on the business of general order suppliers including Government, Semi-
Government Agencies, Armed Forces, Army, Military or Defense and to act as commission
agents, indenters, traders, general merchants, wholesalers, retailers, dealers, distributors,
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stockiest in goods or products within the scope of the objects of the Company, subject to any
permission required under the law.
10. To carry on and undertake trading business of all sorts and to act as indenters, importers,
exporters, traders, suppliers, manufacturers and commission agents of products, commodities and
materials in any form, or shape manufactured or supplied by any company, firm, association of
persons, body, whether incorporated or not, individuals, Government, Semi-Government or any
local authority.
11. To apply for, tender, offer, accept, purchase or otherwise acquire any contracts and
concessions for or in relation to the projection, execution, carrying out, improvements,
management, administrations or control of works and conveniences and undertake, execute,
carry out, dispose of or otherwise turn to account the same.
12. To carry on in or outside Bangladesh the business of manufacturers, importers, exporters,
indenters, transporters, dealers in all articles and commodities akin to or connected with any of
the business of the Company capable of being conveniently carried on or necessary for the
promotion of the objects herein contained, as permissible under law.
13. To carry on business and obtain licenses for shipping agents, clearing and forwarding
agents, purchasing and indenting agents, selling agents, (except managing agent) on such terms
and conditions as the Company may think proper, subject to any permission as required under
the law.
14. To carry on agency business (except managing agency) and to acquire and hold selling
agencies and to act as selling agents, commission agents, manufacturers' representatives and
distributing agents of and for the distribution of all kinds of merchandise, goods, commodities,
products, materials, substances, articles and things whether finished, semi-finished, raw, under
process, refined, treated or otherwise pertaining to trade and commerce and for that purpose to
remunerate them and to open and maintain depots and branches.
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15. To purchase, take on lease or in exchange, hire, apply for or otherwise acquire and hold
for any interest, any rights, privileges, lands, building, easements, trademarks, patents, patent
rights, copy rights, licenses, machinery, plants, stock-in-trade and any movable and immovable
property of any kind necessary or convenient for the purposes of or in connection with the
Company's business or any branch or department thereof and to use, exercise, develop, grant
licenses in respect of or otherwise turn to account any property, rights and information so
acquired, subject to any permission required under the law.
16. To acquire by concession, grant, purchase, barter, license either absolutely or
conditionally and either solely or jointly with others any lands, buildings, machinery, plants,
equipments, privileges, rights, licenses, trademarks, patents, and other movable and immovable
property of any description which the Company may deem necessary or which may seem to the
Company capable of being turned to account, subject to any permission as required under the
law.
17. To act as representatives, for any person, firm or company and to undertake and perform
sub-contracts, and also act in the business of the Company through or by means of agents, sub-
contractors and to do all or any of the things mentioned herein in any part of the world and either
alone or in collaboration with others and by or through agents, sub-contractors or otherwise.
18. To go in for, buy or otherwise acquire and use any patent design, copyright, license,
concession, convenience, innovation, invention, trademarks, rights, privileges, plants, tools or
machinery and the like in Bangladesh or elsewhere, which may for the time being appear to be
useful or valuable for adding to the efficiency or productivity of the Company's work or
business, as permissible under the law.
19. To acquire and carry on all or any part of the business or property and to undertake any
liabilities of any person, firm, association or company's possession of property suitable for any of
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the purposes of the Company or carrying on any business which this Company is authorized to
carry on and in consideration for the same, to pay cash or to issue shares of the Company.
20. To enter into arrangements with the government or authority (supreme, municipal, local
or otherwise) or any corporation, company or persons that may seem conducive to the
Company's objects or any of them and to obtain from any such government, authority,
corporation, company or person any charters, contracts, rights, privileges and commission which
the Company may think desirable and to carry on exercise and comply with any such charters,
contracts, decrees, rights, privileges and concessions.
21. To enter into partnership, to amalgamate or merge movable with immovable and / or to
buy on all interests, assets, liabilities, stocks or to make any arrangement for sharing profits,
union of interests, co- operation, joint-venture, reciprocal concession or otherwise with any
person, firm or company carrying on or proposing to carry on any business which this Company
is authorized to carry on or which is capable of being conducted so as directly or indirectly to
benefit this Company and to have foreign collaborations and to pay royalties / technical fees to
collaborators, subject to the provisions of the Companies Ordinance, 1984.
22. To establish, promote or assist in establishing or promoting and subscribe to or become a
member of any other company, association or club whose objects are similar or in part similar to
the objects of this Company or the establishment or promotion of which may be beneficial to the
Company, as permissible under the law.
23. To open accounts with any Bank or Banks and to draw, make, accept, endorse, execute,
issue, negotiate and discount cheques, promissory notes, bills of exchange, bills of lading,
warrants, deposit notes, debentures, letter of credit and other negotiable instruments and
securities.
24. To arrange local and foreign currency loans from scheduled banks, industrial banks and
financial institutions for the purpose of purchase, manufacture, market, supply, export and import
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of machinery, construction of factory, building and for the purpose of working capital or for any
other purpose.
25. To sell or otherwise dispose of the whole or any part of the undertaking of the Company,
either together or in portions for such consideration as the Company may think fit and in
particular, for shares, debenture-stock or securities of any Company purchasing the same.
26. To borrow or raise money by means of loans or other legal arrangements from banks, or
other financial institutions, or Directors in such manner as the Company may think fit and in
particular by issue of debentures, debenture stock, perpetual or otherwise convertible into
Shares and to mortgage, or charge the whole or any part of the property or assets of the
Company, present or future, by special assignment or to transfer or convey the same absolutely
or in trust as may seem expedient and to purchase, redeem or pay of any such securities.
27. To pay all costs, charges, and expenses preliminary or incidental incurred in formation or
about the promotion and establishment of the Company and to remunerate any person, firm or
company for services rendered or to be rendered in or about the formation or promotion of the
Company or the conduct of its business.
28. To give any servant or employee of the Company commission in the profits of the
Company's business or any branch thereof and for the purpose to enter into any agreement or
scheme of arrangement as the Company may deem fit and to procure any servants or employees
of the Company to be insured against risk of accident in the course of their employment by the
Company.
29. To establish and support or aid in the establishment and support of associations,
institutions, funds and conveniences calculated to benefit persons who are or have been Directors
of or who have been employed by or who are serving or have served the Company or any other
Company which is a subsidiary or associate of the Company or the dependents or connection of
such persons and to grant pensions, gratuities, allowances, relieves and payments in any other
manner calculated to benefit the persons described herein.
30. To distribute any of the Company's property and assets among the members in specie or
in any manner whatsoever in case of winding up of the Company.
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31. To guarantee the performance of contract and obligations of the Company in relation to
the payment of any loan, debenture-stock, bonds, obligations or securities issued by or in favor
of the Company and to guarantee the payment or return on such investments.
32. To carry out joint venture agreements with other companies or countries within the scope
of the objects of the Company.
33. To cause the Company to be registered or recognized in any foreign country.
34. To do and perform all other acts and things as are incidental or conducive to the
attainment of the above objects or any of them.
35. To apply for and obtain necessary consents, permissions and licenses from any
Government, State, Local and other Authorities for enabling the Company to carry on any of its
objects into effect as and when required by law.
36. It is declared that notwithstanding anything contained in the foregoing object clauses of
this Memorandum of Association nothing contained therein shall be construed as empowering
the Company to undertake or to indulge in business of banking company, banking, leasing, and
investment, managing agency or insurance business directly or indirectly as restricted under the
law or any unlawful operation.
37 Not withstanding anything stated in any object clause, the company shall obtain such
other approval or license from the competent authority, as may be required under any law for the
time being in force, to undertake a particulars business.
IV. The liability of the members is limited.
V. The Authorized Capital of the Company is BDT 50,00,000/- (Fifty Lacs) divided into
10,000 ordinary shares of BDT 500/-) each with powers to increase and reduce the Capital of the
Company and to divide the shares in the capital for the time being into several classes and to
attach thereto respectively such preferential, deferred, qualified or special rights privileges or
conditions as may be provided by the regulations of the company and to consolidate or sub-
divide the share and issue of higher or lower denomination.
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We, the several persons, whose names, addresses and descriptions 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.
Names, Addresses, Nationality and Description of Subscribers
No. of Shares taken by each
Subscriber
Signature of
Subscribers
Name, Addresses, and Description of Witness
1.Akib Mashrur
Dhanmondi 5, Dhaka
30
Sunity Bijoy HazaryPleader, Judges-CourtChittagong.
2.Raisa Tanzila Alam
126-Shantinagar, 2nd floor, Dhaka-1217.
30
3. Tahsin Noor
143-Malibagh 2nd lane, Dhaka-1217.
20
4. Nargish Sultana Bappy
kA-58/3, Jorashahara, Gulshan, Dhaka-1212.
20
5.Nasheen Abdullah
13,Topkhana road, Segunbagicha, Dhaka.
10
6.A.R.M.Mozaffar Hossain
House no 6, road no 7, nikunja 2, Dhaka.
10
7. Muammer Al Misbah
7c1, east hazipara, rampura, Dhaka.
10
8.Abdul Ahad KhanRoad-11, house-18, rupnagar residential area, mirpur, Dhaka
5
9.S.M.A. Mukit
Flat no - 701, Holding no- 664, West Kazipara,
Mirpur, Dhaka – 1216.
5
10.Nusrat Khondaker5-j, Atashi apartment, 109 kazi office, Boro moghbazar, Dhaka
5
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THE COMPANIES ACT 1994
COMPANY LIMITED BY SHARE
ARTICLES OF ASSOCIATION
Table of Division
I. Interpretation
II. Share Capital and Variation of Rights
III. Calls on Share
IV. Lien
V. Forfeiture of Shares
VI. Transfer of Shares
VII. Transmission of Shares
VIII. Conversion of Shares into Stock
IX. Alteration of Capital
X. General meetings
XI. Proceeding at General Meetings
XII. Directors
XIII. Board of Directors
XIV. Borrowing Powers
XV. Proceedings at General Meetings
XVI. Managing Directors
XVII. Associate Directors
XVIII. Secretary
XIX. Seal
XX. Inspection of Records
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XXI. Dividends and Reserves
XXII. Capitalization of Profit
XXIII. Winding up
XXIV. Indemnity
XXV. Arbitration
XXVI. Capital
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THE COMPANIES ACT
(NO. 26 OF 1994)
ARTICLES OF ASSOCIATION
I. Interpretation
1. (1) In these regulations, unless the context otherwise requires:
“Act” means the Companies Act, 1994;
“Prescribed rate of interest” means the rate of interest prescribed in regulation
made under the act for the purpose of the Standard Articles;
“Seal” means the common seal of the company and includes any official seal of
the company;
“Resolution” means an ordinary resolution of the company;
“Secretary” means any person appointed to perform the duties of a
secretary of the company.
2. Unless the context otherwise requires an expression, if used in a provision of these
regulations that deals with a matter dealt with by a particular provision of the Act, has the same
meaning as in that provisions of the Act.
II. Share Capital and Variation of Rights
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(2) Without prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, but subject to the Act, shares in the company may be
issued by the directors and any such share may be issued with such preferred deferred or
other special rights or such restrictions, whether with regard to dividend, voting, return of
capital or otherwise, as the director, subject to a resolution, determine.
(3) The directors shall not issue any rights or options to shares in favor of any persons unless
the issue has been authorized at a general meeting by a special resolution.
(4) Subject to the Act, any preference shares may, with the sanction of a resolution, be issued
on the terms that they are, or at the option of the company are liable to be redeemed.
(5) (1) If at any time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the shares of that
class) may, whether or not the company is being wound-up, be varied with the consent in
writing of the holders of three-quarters of the issued shares of that class, or with the
sanction of a special resolution passed at a separate meeting of the holders of the shares
of the class.
(2) The provisions of the Act and these regulations relating to general meetings apply
so far as they are capable of application and with the necessary modifications to every
such class meeting except that -
o where a class has only one member – that member shall constitute a meeting;
o in any other case – a quorum shall be constituted by two persons who, between
them, hold or represent by proxy one-third of the issued shares of the class;
o Any holder of shares of the class, present in person or by proxy, may demand a
poll.
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(3) The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall, unless otherwise expressly provided by the terms of issue
of the shares of that class, be varied by the creation or issue of further shares ranking
equally with the first-mentioned shares.
6. (1) The Company may make payments by way of brokerage or commission
on the issue of shares.
(2) Such payments shall not exceed the rate of 10 per cent of the price at which the
shares are issued or an amount equal to 10 per cent of that price, as the case may be.
(3) Such payments may be made in cash, by the allotment of fully or partly paid shares
or partly by the payment of cash and partly by the allotment of fully or partly paid
shares
7. (1) Except as required by law, the company shall not recognize a person as holding a
share upon any trust.
(2) The company shall not be bound by or compelled in any way to recognize
(whether or not it has notice of the interest or rights concerned) any equitable,
contingent, future or partial interest in any share or unit of a share or (except as
otherwise provided by these regulations or by law) any other right in respect of a
share except an absolute right of ownership in the registered holder.
8. (1) A person whose name is entered as a member in the register of members shall be
entitled without payment to receive a certificate in respect of the share under the seal of
the company in accordance with the Act but, in respect of a share or shares held jointly
by several persons, the company shall not be bound to issue more than one certificate.
(2) Delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all such holders.
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(3) If a share certificate is defaced, lost or destroyed, it may be renewed on payment
of the fee allowed by the Act, or such lesser sum, and on such terms (if any) as to
evidence and the payment cost to the company of investigating evidence as the
directors decide.
III. Calls on Shares
9. (1) The directors may make calls upon the members in respect of any money unpaid
on the shares of the members (whether on account of the nominal value of the shares or by way
of premium) and not by the terms of issue of those shares made payable at fixed times, except
that to no call shall exceed one-quarter of the sum of nominal values of the shares or be payable
earlier than one month from the date fixed for the payment of the last proceeding call.
(2) Each member shall, upon receiving at least fourteen days notice specifying the
time or times and place of payment, pay to the company, at the time or times and
place so specified the amount called on his shares.
(3) The directors may revoke or postpone a call.
10. A call shall be deemed to have been made at the time when the resolution of the Directors
authorizing the call were passed and may be required to be paid by installments.
11. The joint holders of a share are jointly and severally liable to pay all calls in respect of
the share.
12. If a sum called in respect of a share is not paid before or on the day before or on the day
appointed for payment of the sum, the person from whom the sum is due shall pay
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interest on the sum not exceeding the prescribed rate of interest as the directors
determine, but the directors may waive payment of that interest wholly or in part.
13. Any sum that, by the terms of issue of a share, becomes payable on allotment or at a fixed
date, whether on account of the nominal value of the share or by way of premium, shall
for the purpose of these regulations be deemed to be a call duly made and payable on the
date on which by the terms of issue the sum becomes payable, and, in case of non-
payment, all the relevant provisions of these regulations as to payment of interest and
expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a
call duly made and notified.
14. The directors may, on the issue of shares, differentiate between the holders as to the
amount of calls to be paid and the times of payment.
15. (1) The directors may accept from a member the whole or a part of the amount
unpaid on a share although no part and the times of payment.
(2) The directors may authorize payment by the company of interest upon the whole
or any part of an amount so accepted, until the amount becomes payable, at a rate
agreed upon between the directors and the member paying the sum subject to sub
regulation (3).
(3) For the purpose of sub regulation (2), the rate of interest shall not be greater than
—
if the company has, by resolution, fixed a rate—rate the so fixed; and
in any other case the prescribed rate of interest.
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IV. Lien
16. (1) The company has a first and paramount lien on every share (not being a fully paid
share) for all money (whether presently payable or not) called or payable at a fixed time
in respect of that share.
(2) The company also has a first and paramount lien on all shares (other than fully
paid shares) registered in the name of a sole holder for all money presently
payable by him or his estate to the company.
(3) The directors may at any time exempt a share wholly or in part from the
provisions of this regulation.
(4) The company’s lien (if any) on a share extends to all dividends payable in respect
of the share.
V. Forfeiture of Shares
17. (1) If a member fails to pay a call or installment of a call on the day appointment for
payment of the call or installment, the directors may, at any time thereafter during such
time as any part of the call or installment remains unpaid, serve a notice on him requiring
payment of so much of the call or installment as is unpaid, together with any interest that
has accrued.
(2) The notice shall name a further day (not earlier than the expiration of fourteen
days from the date of service of the notice) on or before which the payment required by
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the notice is to be made shall state that, in the event of non-payment at or before the time
appointed, the shares in respect of which the call was made will be liable to be forfeited.
18. (1) If the requirements of a notice served under regulation 17 are not complied with,
any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be forfeited
by a resolution of the directors to that effect.
(2) Such forfeiture shall include all dividends declared in respect of the forfeited
shares and not actually paid before the forfeiture.
19. A forfeiture share may be sold or otherwise disposed of on such terms and in such
manner as the directors think fit, and at any time before a sale or disposition, the forfeiture may
be cancelled on such terms as the directors think fit.
20. A person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares, but shall remain liable to pay to the company all money that, at the date
of forfeiture, was payable by him to the company in respect of the shares (including
interest at the prescribed rate of interest from the date of forfeiture on the money for the
time being unpaid if the directors think fit to enforce payment of the interest), but his
liability shall cease if and when the company receives payment in full of all the money
(including interest) so payable in respect of the share.
21. A statement in writing declaring that the person making the statement is a director or a
secretary of the company, and that a share in the company has been duly forfeited on a
date stated in the statement, shall be prima facie evidence of the facts stated in the
statement as against all persons claiming to be entitled to the share.
22. (1) The Company may receive the consideration (if any) given for a forfeited share
on any sale or disposition of the share and may execute a transfer of the share in favor of the
person to whom the share is sold or disposed off.
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(2) Upon the execution of the transfer, the company shall register the transferee as the
holder of the share.
(3) The transferee shall not be bound to see to the application of any money paid as
consideration.
(4) The title of the transferee to the share shall not be affected by any irregularity or
invalidity in connection with the forfeiture, sale or disposal of the share.
23. The consideration referred in regulations 22 shall be applied by the company in payment
of such part of the amount in respect of which the lien exists as is presently payable, and
the residue (if any) shall (subject to any like lien for sums not presently payable that
existed upon the shares before the sale) be paid to the person entitled to the shares
immediately before the transfer.
24. The provisions of these regulations as to forfeiture shall apply in the case of non-
payment of any sum that, by the terms of issue of a share, becomes payable at a fixed
time, whether on account of the nominal value of the shares or by way of premium, as if
that sum had been payable by virtue of a call duly made and notified.
VI. Transfer of Shares
25. (1) Subject to these regulations, a member may transfer all or any of his shares by
instrument in writing in a form prescribed for the purpose of section fifty-seven of the Act or in
any other form that the directors approve.
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(2) An instrument of transfer referred to in sub regulation (1) shall be executed by or
on behalf of both the transferor and the transferee.
26. The instrument of transfer shall be left for registration at the registered office of the
company, together with such fee (if any) not exceeding two monetary units as the
directors require, accompanied by the certificate of shares to which it relates and such
other information as the directors properly require to show the right of the transferor to
make the transfer, and thereupon the company shall subject to the powers vested in the
directors by these regulations, register the transferee as a shareholder.
27. The directors may decline to register a transfer of shares, not being fully paid shares, to a
person of whom they do not approve and may also decline to register any transfer of
shares on which the company has a lien.
28. The directors may refuse to register any transfer that is not accompanied by the
appropriate share certificate, unless the company has not yet issued the share certificate
or is bound to issue a renewal or copy of the share certificate.
29. The registration of transfer may be suspended at such times and for such periods as the
directors from time to time determine, provided that the periods do not exceed in the
aggregate thirty days in any year.
VII. Transmission of Shares
30. In the case of the death of a member, the survivor where the deceased was a joint holder,
and the legal personal representative of the deceased where he was a sole holder, shall be
the only persons recognized by the company as having any title to his interest in the
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shares, but this regulation does not release the estate of a deceased joint holder from any
liability in respect of a share that had been jointly held by him with other person.
31. (1) Subject to any written law relating to bankruptcy, a person becoming
entitled to a share in consequence of the death or bankruptcy of a member may, upon
such information being produced as is properly required by the directors, elect either to
be registered himself as holder of the share or to have some other person nominated by
him registered as the transferee of the share.
(2) If a person becoming entitled elects to be registered himself, he shall deliver or
send to the company a notice in writing signed by him stating that he so elects.
(3) If he elects to have another person registered, he shall execute a transfer of the
share to that other person.
(4) All the limitations, restrictions and provisions of these regulation relating to the
right to transfer, and the registration of the transfer of share are applicable to any
such notice or transfer as if the death or bankruptcy of the member had not
occurred and the notice or transfer were a transfer signed by that member.
32. (1) Where the registered holder of a share dies or becomes bankrupt, his personal
representatives or the trustee of his estate, as the case may be, shall be upon the
production of such information as is properly required by the directors, entitled to the
same dividends and other advantages, and to the same rights (whether in relation to
meetings of the company, or to voting or otherwise), as the registered holder would have
been entitled to if he had not died or become bankrupt.
(2) Where two or more persons are jointly entitled to any share in consequence of the
death of the registered holder, they shall, for the purposes of these regulations, be deemed
to be joint holders of the shares.
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VIII. Conversion of Shares into Stock
33. The company may, be resolution, convert all or any of its’ paid up shares into stock and
reconvert any stock into paid up shares of any nominal value.
34. (1) Subject to sub regulation (2), where shares have been converted into stock, the
provisions of these rules relating to the transfer of shares apply, so far as they are capable of
application, to the transfer of the stock or of any part of the stock.
(2) The directors may fix the minimum amount of stock transferable and restrict or
forbid the transfer of fractions of that minimum, but the minimum shall not exceed the
aggregate of the nominal value of the shares from which the stock arose.
35. (1) The holders of stock shall have, according to the amount of the stock held by
them, the same rights, privileges and advantages as regards dividends, voting at meetings of the
company and other matters as they would have if they held the shares from which the stock
arose.
(2) No privilege or advantage shall be conferred by any amount of stock that would
not, if existing in shares, have conferred that privilege or advantage.
36. The provisions of these regulations that are applicable to paid up shares shall apply to
stock, and references in those provisions to share and shareholder shall be read as including
references to stock and stockholder, respectively.
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IX. Alteration of Capital
37. The company may be resolution--
(a) Increase its authorized share capital by the creation of new shares of such amount
as is specified in the resolution;
(b) Consolidate and divide all or any of its authorized share capital into shares of
larger amount than its existing shares;
(c) Subdivide all or any of its shares into shares of smaller amount than is fixed by
the certificate of share capital, but so that in the subdivision the proportion
between the amount paid and the amount (if any) unpaid on each such share of a
smaller amount is the same as it was in the case of the share from which the share
of a smaller amount is derived; and
(d) Cancel shares that, at the date of passing of the resolution, have not been taken or
agreed to be taken by any person or have been forfeited, and reduce its authorized
share capital by the amount of the shares so cancelled.
38. (1) Subject to any resolution to the contrary, all unissued shares shall, before issue,
be offered to such persons as at the date of the offer are entitled to receive notices from the
company of general meetings in proportion, as nearly as the circumstances allow, to the sum of
the nominal values of the shares already held by them.
(2) The offer shall be made by notice specifying the number of shares offered and
delimiting a period within which the offer, if not accepted, will be deemed to be declined
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(3) After the expiration of that period or on being notified by the person to whom the
offer is made that he declines to accept the shares offered, the directors may issue those shares
in such manner as they think most beneficial to the company.
(4) Where, by reason of the proportion that shares proposed to be issued bear to
shares already held, some of the first-mentioned shares cannot be offered in accordance with
sub regulation (1), the directors may issue the shares that cannot be so offered in such
manner as they think most beneficial to the company.
39. Subject to the Act, the company may, by special resolution, reduce its share capital, any
capital redemption reserve fund or any share premium account.
X. General Meetings
40. (1) A director may, whenever he thinks, fit convene a general meeting.
(2) If no director is present within BAHOK AUTO INDUSTRIES (PRIVATE)
LIMITED any two members may convene a general meeting in the same manner,
or as nearly as possible, as that in which such meetings may be convened by a
director.
(3) A general meeting shall be held in BAHOK AUTO INDUSTRIES (PRIVATE)
LIMITED unless all the members entitled to vote at that meeting agree in writing
to a meeting at a place outside BAHOK AUTO INDUSTRIES (PRIVATE)
LIMITED
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41. (1) A notice of a general meeting shall specify the place, the day and the hour of
meeting and, except as provided by sub regulation (2), shall state the general nature of the
business to be transacted at the meeting.
(2) It shall not be necessary for a notice of an annual general meeting to state that the
business to be transacted as the meeting includes the declaring of a dividend, the
consideration of annual accounts and the reports of the directors and auditors, the
election of directors in the place of those retiring or the appointment and fixing of
the remuneration of the auditors.
XI. Proceedings at General Meetings
42. (1) No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business.
(2) For the purpose of determining whether a quorum is present, a person attending as
a proxy, or as representing a body corporate or association that is a member, shall
be deemed to be a member.
43. If a quorum is not present within half an hour after the appointed for the meeting--
(a) Where the meeting was convened upon the requisition of members—the meeting
shall be dissolved; or
(b) In any case--
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(i) the meeting shall stand adjourned to such day, and at such time and place,
as the directors determine or, if no determination is made by the directors,
to the same day in the next week at the same time and place; and
(ii) if a quorum is not present at the adjourned meeting within half an hour
after the time appointed for the meeting-
Two members shall constitute a quorum; or
The meeting shall be dissolved, if two members are not present.
44. (1) If the directors have elected one of their number as chairman of their meetings,
he/she shall preside as chairman at every general meeting
(2) Where a general meeting is held and—
(a) a chairman has not been elected as provided by sub-regulation (1); or
(b) the chairman is not present within fifteen minutes after the time appointed
for the holding of the meeting or is unwilling to act; the member present
shall elect one of their number to be chairman of the meeting.
45. (1) The chairman may with the consent of any meeting at which a quorum is
present, and shall if so directed by the meeting, adjourn the meeting from time to time and
from place to place, but no business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took place.
(2) When a meeting is adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
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(3) Except as provided by sub regulation (2), it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned
meeting.
46. (1) At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is (before or on the declaration of the result of the show
of hands) demanded—
o by the chairman;
o by at least three members present in person or by proxy;
o by a member or members present in person or by proxy and
representing not less than one tenth of the total voting
rights of all the members having the right to vote at the
meeting; or
o by a member or members holding shares in the company
conferring a right to vote at the meeting being shares on
which an aggregate sum has been paid up equal to not less
than one-tenth of the total sum paid up on all the shares
conferring that right.
(2) The demand for a poll may be withdrawn.
47. (1) If a poll is duly demanded, it shall be taken in such manner and subject to sub
regulation (2) either at once or after an interval or adjournment or otherwise as the chairman
directs, and the result of the poll shall be the resolution of the meeting at which the poll was
demanded.
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(2) A poll demanded on the election of a chairman or on a question of adjournment
shall be taken forthwith.
48. In the 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, in
addition to his deliberative vote (if any), shall have a casting vote.
49. (1) Subject to any rights or restrictions for the time being attached to any class or
classes of shares at meetings of members or classes of members—
(a) each—
(i) registered member, or registered member of that class;
(ii) person on whom the ownership of a share of such a registered
member has evolved by operation of law;
(iii) proxy or attorney of a person referred to in paragraph (i) or (ii), if
the person is not present at the meeting; shall be entitled to vote;
(b) on a show of hands, each person present who is entitled to vote shall have
one vote; and
(c) on a poll, every person present who is entitled to vote shall have votes in
accordance with section 147 of the Act.
50. In case of joint holders, the vote of the senior who tenders a vote whether in person or by
proxy or by attorney, shall be accepted to the exclusion of the votes of the other joint
holders and, for this purpose, seniority shall be determined by the order in which the
names stand in the register of members.
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51. If a member is of unsound mind or is a person whose person or estate is liable to be dealt
with in any way under the law relating to mental health, his committee or trustee or such
other person as properly has the management of his estate may exercise any rights of the
member in relation to a general meeting as is the committee, trustee or other person were
the member.
52. A member shall not be entitled to vote at a general meeting unless all polls and other
sums presently payable by him in respect of shares in the company have been paid.
53. (1) An objection may be raised to the qualification of a voter only at the meeting of
adjourned meeting at which the vote objected to is given or tendered
(2) Any such objection shall be referred to the chairman of the meeting, whose
decision shall be final.
(3) A vote not disallowed pursuant to such an objection shall be valid for all
purposes.
54. (1) An instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorized in writing or, if the appointer is a body corporate,
either under seal or under the hand of an officer or attorney duly authorized.
(2) An instrument appointing a proxy may specify the manner in which the proxy is
to vote in respect of a particular resolution.
(3) Provides the proxy shall not be entitled to vote in the resolution except as
specified in the instrument.
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(4) An instrument appointing a proxy shall be deemed to confer authority to demand
or join in demanding a poll
(5) A proxy need not be member of the company
(6) An instrument appointing a proxy shall be in the following form or in as similar a
form as the circumstances allow.
_______________________________
(Name of Company)
I/we……………………………………………………………………………………………
…………….., of
………………………………………………………………………………………………………
…….being a member/members of the above named company, hereby
………………………………………………………………………………………………………
…………..…of
……………………………………………………………………………………………... or, in
his/her absence
………………………………………………………………………………………………………
……………. of ……………………………………………………………………………...… as
my/our proxy to vote for me/us on my/our behalf at the annual/extraordinary general meeting of
the company to be held on the……………………………. Day of 20…….. and at any
adjournment of that meeting:
*in favor of/against resolution No…………………………………..
*in favour of/against resolution No…………………………………..
*in favour of/against resolution No…………………………………..
Unless otherwise instructed, the proxy will vote as he thinks fit.
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Signed ---------------------------
Date …………………………………….
55. An instrument appointing a proxy shall not be treated as valid unless the instrument, and
the power of attorney or other authority (if any) under which the instrument is signed or a
naturally certified copy of that power or authority, is on are deposited, not less than
forty-eight hours before the time for holding the meeting or adjourned meeting at which
the person named in the instrument proposes to vote, or, in the case of a poll, not less
than twenty-four hours before the time appointed for the taking of the poll, at the
registered office of the company or at such other place in BAHOK AUTO
INDUSTRIES (PRIVATE) LIMITED as is specified for that purpose in the notice
convenience the meeting.
56. A vote given in accordance with the term of an instrument of proxy or of a power of
attorney shall be valid notwithstanding the previous death of unsoundness of mind of the
principal, the revocation of instrument (or of the authority under which the instrument
was executed) or of the transfer of the share in respect of which the instrument or power
is given, unless notice in writing of the death, unsoundness of mind, revocation or
transfer has been received by the company at the registered office before the
commencement of the meeting or adjourned meeting at which the instrument is used or
the power is exercised.
XII. Directors
57. The company may by ordinary resolution fix a share qualification for directors, but unless
and until a qualification is so fixed, there shall be no share qualification.
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58. In addition to the circumstances in which the office of a director becomes vacant by
virtue of the Act, the office of a director shall become vacant if the director makes any
arrangement or composition with his creditors generally
XII. Board of Directors
59. The composition of committees, sub-committees and appointments to any position of
BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED and the terms and conditions
therefore existing as at the date of incorporation under these Articles shall, unless
inconsistent with these Articles, have continuing effect unless or until otherwise
decided in accordance with the powers vested by these Articles.
60. The affairs of the Chamber shall be managed by the Board of Directors. As it is a private
limited company, the Board of Directors shall consist of two members . No member
shall have more than one seat on the Board of Directors. The Board of Directors shall be
nominated and elected by the shareholders of the company
The F i r s t a n d p e r m a n e n t Directors of BAHOK AUTO INDUSTRIES
(PRIVATE) LIMITED shall be as follows:-
1. Mr. Akib Mashrur
2. Ms. Raisa Tanzila Alam
Mr. Akib Mashrur shall be the Chairman of the Board of Directors.
XIV. Borrowing Power
61. (1) Subject to sub regulation (2), the directors may exercise the powers of the
company to borrow money, to charge any property or business of the company or all, or any of
its uncalled capital and to issue debentures or give any other security for a debt, liability or
obligation of the company or any other person.
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(2) The amount of any borrowings outstanding at any time shall not exceed the
amount of issued share capital of the company at the time.
XV. Proceedings of Directors
62. The provisions of subsection (7) of section two hundred and eighteen of the Act
(providing that a director who is materially interested in a contract or arrangement to be
considered at a meeting of the company or of the directors should not be counted in the
quorum or vote on the matter) may be suspended or relaxed, whether generally or in
respect of a particular transaction, by a resolution of the company.
63. (1) A director may, if the other directors approve, appoint a person as an alternate
director in accordance with the Act.
(2) An alternate director shall be entitled to notice of meetings of the directors.
(3) An alternate director may, subject to the instrument of appointment, exercise any
powers that the appointer may exercise.
64. At a meeting of directors, the quorum shall be two, or such larger number as is
determined by resolution of the company.
65. In the event of a vacancy or vacancies in the office of a director or offices of directors,
the remaining directors may act but, if the number of remaining directors is not sufficient
to constitute a quorum at a meeting of directors, they may act only for the purpose of
increasing the number of directors to a number sufficient to constitute such a quorum or
of convening a general meeting of the company.
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66. (1) The directors shall elect one of their numbers as chairman of their meetings and
may determine the period for which he shall hold office.
(2) Where meeting of directors is held and –
o a chairman has not been elected as provided by sub regulation (1); or
o the chairman is not present within ten minutes after the time appointed for the
holding of the meeting or is unwilling to act; the directors present shall elect one
of their number to be a chairman of the meeting.
67. (1) The directors may delegate any of their powers to a committee or committees
consisting of such of their number as they think fit.
(2) A committee to which any powers have been so delegated shall exercise the
powers delegated in accordance with any directions of the directors and a power
so exercised shall be deemed to have been exercised by the directors.
(3) The members of such a committee may elect one of their number as chairman of
their meetings.
(4) Where such a meeting is held and—
o a chairman has not been elected as provided by sub regulation (3); or
o the chairman is not present within ten minutes after the time appointed for the
holding of the meeting or is unwilling to act; the members present may elect one
of their numbers to be chairman of the meeting.
(5) A committee may meet and adjourn as it thinks proper.
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(6) Questions arising at a meeting of a committee shall be determined by a majority
of votes of the members present and voting.
(7) In the case of an equality of votes, the chairman, in addition to his deliberative
vote (if any), has a casting vote.
XVI. Managing Director
68. (1) The directors may, upon such terms and conditions and with such restrictions as
they think fit, appoint a Managing Director in accordance with the Act and confer upon him any
of the powers exercisable by them.
(2) Any powers so conferred may be concurrent with, or be to the exclusion of the
powers of the directors.
(3) The directors may at any time withdraw or vary any of the powers so conferred on
a Managing Director.
XVII. Associate Directors
69. (1) The directors may from time to time appoint any person to be an associate
director and may from time to time terminate any such appointment.
(2) The directors may from time to time determine the power, duties and
remuneration of any person so appointed.
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(3) A person so appointed shall not be required to hold any shares to quality him for
appointment but, except by the invitation and with the consent of the directors, shall not have
any right to attend or vote at any meeting of directors.
XVIII. Secretary
70. A secretary of the company shall hold office on such terms and conditions, as to
remuneration and otherwise, as the directors determine.
18--Seal
71. (1) The directors shall provide for the safe custody of the seal.
(2) The seal shall be used only by the authority of the directors, or of a committee of
the directors authorized by the directors to authorize the use of the seal, and every
document to which the seal is affixed shall be signed by a director and be
countersigned by another director, a secretary or another person appointed by the
directors to countersign that document of a class of documents in which that
document is included.
XIX. SEAL
72. (a) The Company shall have a common seal. The Board of Directors shall provide for the
safe custody of the Seal, which shall only be used by the Authority of the Board of Directors and
every instrument to which the Seal is affixed shall be signed by any two members of the Board
of Directors.
(b) There shall be an Emblem of BAHOK AUTO INDUSTRIES (PRIVATE) LIMITED
which may be used on letterheads, badges, banners, and in other forms of display.
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XX. Inspection of Records
73. Subject to the Act, the directors shall determine whether and to what extent, and at what
time and places and under what conditions, the accounting records and other documents
of the company or any of them will be open to the inspection of members other than
directors, and a member other than a director shall not have the right to inspect any
document of the company except as provided by law or authorized by the directors or by
a resolution of the company.
XXI. Dividends and Reserves
74. (1) The company by resolution may declare a dividend if, and only if, the
directors have recommended a dividend.
(2) A dividend shall not exceed the amount recommended by the directors.
75. The directors may authorize the payment by the company to the members of such interim
dividends as appear to the directors to be justified by the profits of the company.
76. Interest shall not be payable by the company in respect of any dividend.
77. A dividend shall not be paid except out of profit of the company.
78. (1) The directors may, before recommending any dividend, set aside out of
the profits of the company such sums as they think proper as reserves, to be
applied, at the discretion of the directors, for any purpose for which the profits of
the company may be properly applied.
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(2) Pending any such application, the reserves may, at the discretion of the directors,
be used in the business of the company or be invested in such investment as the
directors think fit.
(3) The directors may carry forward so much of the profits remaining as they
consider out not to be distributed as dividends without transferring those profits to
a reserve.
79. (1) Subject to the rights of persons (if any) entitled to shares with special rights as to
dividend, all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect of which the dividend is paid.
(2) All dividends shall be apportioned and paid proportionately to the amounts paid
or credited as paid on the shares during any portion or portions of the period in
respect of which the dividend is paid, but, if any share is issued on terms
providing that it will rank for dividend as from a particular date, that share shall
rank for dividend accordingly.
(3) An amount paid or credited as paid on a share in advance of a call shall not be
taken for purpose of this regulation to be paid or credited as paid on the share.
.80 The directors may deduct from any dividend payable to a member all sums of money (if
any) presently payable by him to the company on account of calls or otherwise in relation
to shares in the company.
81. (1) If the company declares a dividend it may by resolution direct the directors to pay
the dividend wholly or partly by the distribution of specific assets, including paid up
shares in, or debentures of, any other corporation.
(2) Where a difficulty arises in regard to such a distribution, the directors may
settle the matter as they consider expedient and in particular may issue fractional
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certificates and fix the value for distribution of the specific assets or any part of those
assets, and may determine that cash payments will be made to any member on the basis
of the value so fixed in order to adjust the rights of all parties, and may vest any such
specific assets in trustees as the directors consider expedient.
82. (1) Any dividend, interest or other money payable in cash in respect of shares may be
paid by cheque sent through the post directed to—
(a) the registered address of the holder or, in the case of joint holders, to the
registered address of the joint holder named first in the register of
member; or
(b) to such other address as the holder or joint holders in writing directs or
direct.
(2) Any one of the two or more joint holders may give effectual receipts for any
dividends, interests or other money payable in respect of the shares held by them
as joint holders.
XXII. Capitalization of Profits
83. (1) Subject to sub regulation (2), the company may resolve—
o to capitalize any sum, being the whole or a part of the amount for the time being
standing to the credit of any reserve account or the profit and loss account or
otherwise available for distribution to members; and
o to apply the sum, in any of the ways mentioned in sub regulation (3), for the
benefit of members in the proportions to which those members would have been
entitled in a distribution of that sum by way of dividend.
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(2) The company shall not pass a resolution under sub regulation (1) unless it has
been recommended by the directors.
(3) The ways in which a sum may be applied for the benefit of members under sub
regulation (1) shall be--
(a) In paying up any amounts unpaid on shares held by members;
(b) In paying up in full un issued share or debentures to be issued to members
as fully paid; or
(a) Partly under paragraph (a) and partly under paragraph (b).
(4) The directors shall do all things necessary to give effect to the resolution and, in
particular, to the extent necessary to adjust the rights of the members among
themselves, may--
(a) Issue fractional certificates or make cash payments in cases where shares
or debentures become issuable infractions; and
(b) Authorize any person to make, on behalf of all the members entitled to any
further shares or debentures upon the capitalization, an agreement with the
company providing for the issue to them, credited as fully paid up, of any
such further shares or debentures or for the paying up by the company on
their behalf of the amounts or any part of the amounts remaining unpaid
on their existing shares by the application of their respective proportions
of the sum resolved to be capitalized; and any agreement made under an
authority referred to in paragraph (b) shall be effective and binding on all
members concerned.
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XXIII. Winding up
84. (1) If the company is wound up, the liquidator may, with the sanction of a special
resolution, divide among the members in king the whole or any part of the property of the
company and may for that purpose set such value as he considers fair upon any property to be so
divided and may determine how the division is to be carried out as between the members or
different classes of members.
(2) The liquidator may, with the sanction of a special resolution, vest the whole or
any part of any such property in trustees upon such trusts for the benefit of the contributories as
the liquidator thinks fit, but so that no member is compelled to accept any shares or other
securities in respect of which there is any liability.
XXIV. Indemnity
85. Every officer, auditor or agent of the company shall be indemnified out of the property of the
company against any liability incurred by him in his capacity as officer, auditor or agent in
defending any proceedings, whether civil or criminal, in which judgment is given in his favor or
in which he is acquitted or in connection with any application in relation to any such proceedings
in which relief is under the Act granted to him by the court.
XXV. Arbitration
86. Whenever any difference shall arise between the company and the Directors on the one hand,
and any of the members or representatives on the other hand, or between any members or classes
of members, or between the directors with regard to anything done, executed, omitted or suffered
in pursuance of these presents or any claim on account of any such breach or alleged breach, or
otherwise relating to the premises or to these premises or to any of the affairs of the company
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then such differences shall be referred to the decision of an arbitrator , to the decision of two
arbitrators of whom one shall be appointed by each of the parties in difference, and any such
reference shall be subject to the all the provisions of the arbitration Act and any statutory
modification thereof for the time being in force.
XXVI. Capital
87. The capital of the company is divided into shares of each with power to divide or subdivide
the shares in the capital, whether original or increased, into several classes and to attach
thereto respectively increased, into several classes and to attach thereto respectively any
preferential, deferred, qualified or special rights, privileges or conditions as regards
dividends, capital voting or otherwise.
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We, the several persons, whose names, addresses and descriptions 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.
Names, Addresses, Nationality and Description of Subscribers
No. of Shares taken by each
Subscriber
Signature of
Subscribers
Name, Addresses, and Description of Witness
1.Akib Mashrur
Dhanmondi 5, Dhaka
30
Sunity Bijoy HazaryPleader, Judges-CourtChittagong.
2.Raisa Tanzila Alam
126-Shantinagar, 2nd floor, Dhaka-1217.
30
3. Tahsin Noor
143-Malibagh 2nd lane, Dhaka-1217.
20
4. Nargish Sultana Bappy
kA-58/3, Jorashahara, Gulshan, Dhaka-1212.
20
5.Nasheen Abdullah
13,Topkhana road, Segunbagicha, Dhaka.
10
6.A.R.M.Mozaffar Hossain
House no 6, road no 7, nikunja 2, Dhaka.
10
7. Muammer Al Misbah
7c1, east hazipara, rampura, Dhaka.
10
8. AbdulAhad KhanRoad-11, house-18, rupnagar residential area, mirpur, Dhaka
5
9.S.M.A. Mukit
Flat no - 701, Holding no- 664, West Kazipara,
Mirpur, Dhaka – 1216.
5
10.Nusrat Khondaker5-j, Atashi apartment, 109 kazi office, Boro moghbazar, Dhaka
5
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