Issue No. 425616 Date: 21/03/2024
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
Hexafly Bangladesh Limited
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY
LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
Hexafly Bangladesh Limited
I. The name of the company is Hexafly Bangladesh Limited
II. The registered office of the company shall be situated in Bangladesh
III. The objects for which the company is established are all or any of the following (all
objects will be implemented after obtaining necessary permission from the
Government/concerned authority/competent authority before commencement of the
business):
1
2
3
4
To carry on the business of breeding, farming, and cultivating Black Soldier Fly for
various purposes, including but not limited to the production of protein-rich feed,
organic fertilizers, chemical based fertilizers and other bioproducts. To engage in
research, development, exports, import, supply and innovation in the field of Black
Soldier Fly cultivation, biology, and related technologies, Black Soldier Fly larvae,
pupae, and other life stages. To manufacture, process, and market products
derived from Black Soldier Fly, including insect-based protein, oils, chitin, and other
by-products for use in animal feed, aquaculture, agriculture, and other industries.
To collaborate with research institutions, universities, and industry partners for the
advancement of knowledge and technology related to Black Soldier Fly and its
applications. To promote and implement environmentally sustainable practices in
insect farming, waste reduction, and circular economy models.
To explore and implement solutions for waste management and organic waste
conversion through the use of Black Soldier Fly larvae. To engage in the generation
of electricity through the utilization of waste materials, particularly focusing on the
processing of Black Soldier Fly larvae and other organic elements. This includes
establishing facilities for the collection, processing, and conversion of waste into
biogas or other forms of renewable energy. To conduct research and development
in waste-to-energy technologies, including but not limited to anaerobic digestion,
gasification, and biomass combustion. To resell excess electricity to Private or Govt
organization within the border of Bangladesh. To provide consulting, training, and
advisory services in the field of Black Soldier Fly farming, insect-based products,
and sustainable agriculture and to implement sustainable waste management
practice and promote the use of renewable energy sources.
To undertake the import, export, and trading of Black Soldier Fly larvae, eggs,
fertilizers and related products. To carry on the business of Farming, Processing,
Preservation, Marketing, Stockists, Wholesalers, Suppliers, Dealers, Agents, Export,
Import of Poltry, Fish, Crab, Reptiles, Mammals, Birds, Agro Products, Horticulture,
Nursery, Dairy, Fruit, Vegetables, Crocodile, Tortoise, Beef fattening plant with due
government and other regulatory permissions where necessary. To acquire,
purchase or lease land, building or forest area for setting up conventional farm and
or non-conventional farm and or wildlife farm and or private zoo and or breeding
centers and or processing centers for commercial and or conservation & research
purpose. To carry on the business of Fisheries of High Value Fish, Nursery,
Hatchery, Hybrid seeds produce. To set up Cow, Goat, Sheep and Buffaloes
fattening farm, make provision for their breeding freezing, packaging supplying in
the local markets and abroad.
To carry on business of Multi-purpose Agro-based complex, Poultry farming,
Fertilizer producing and Feed milling, Fish Hatchery , Poultry Feed, Dairy farming,
Milk Processing, Milk Products, Butter, Cheese, Ghee, Ice-Cream, Chocolate &
Candy, Milk Freezing, Milk Powder and their by products with quality packaging, to
sell, import and export of Cows and Calves and make provision of their breeding,
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5
6
7
8
9
Fisheries, Duckery, Agriculture related all farming, Cultivation of all kinds of Agro
food, Plantation of Seeds, Nursery, Hatchery, Import, Export Marketing local or
abroad.
To promote the economic growth and development of Bangladesh through the
efficient provision or facilitation of structured growth capital and business
assistance to growth-oriented Small and Medium Enterprises (SME) in Bangladesh.
To provide or facilitate private equity, venture capital, growth capital and risk
capital investments to SMEs in Bangladesh through equity, mezzanine, equity
related, and quasi-equity instruments. To establish, promote, improve, develop,
administer, own and operate enterprises and to design, develop, introduce and
provide innovative financial services and products for SMEs. To enhance the
business performance of SMEs in Bangladesh by assisting companies in
implementing improvements in management techniques and practices, especially
relating to financial control, cost accounting, quality control, business
development, and marketing, through the provision of technical assistance,
training, market linkage, business advisory and consulting services.
To deal in and run the business of digital online content platform & creation and for
this purpose to develop, implement and publish all kinds of digital content, IT
software & services creating and deploying online platforms and online facilities,
digital content, advertising products, e-commerce activities, mobile app, social
media technologies, other digital information technology and digital products,
provide analytics to business as intelligent sales promotion, marketing and
distribution agent and for this purpose to get the company registered enlisted with
various governmental, private agencies including various media channels,
companies, NGOs, foreign missions engage in production, screening, transmission &
reproduction of online, digital and advertising contents and materials, e-commerce
activities, IT-enabled services or associated services, content creation and
marketing, hire or engage software developers, graphic designers, all kinds of
related artists, and professionals.
To carry on the business of Shipping Agents, Clearing and forwarding Agents,
Commission Agent and also to purchase, Take on hire, Charter or otherwise acquire
Aircraft, Buses, Ships cargo vessel. Launch, Streamer, Ship Cargo, tank lorries,
Motor buses, Lorries, Truck, Boats, River crafts, Railways and all other vehicles of
whatsoever kind propelled by electricity, gasoline and fuel compressed air, steam,
manual power, merchandised power oil, atomic or other energy or by whatsoever
other means from one place to another (whatsoever) for the purpose of carrying
conveying, transporting goods, animals, passengers, merchandise or all other
things. To carry on the business of Airfreight and Sea freight agents Consolidators,
Bonded Carrier, Travel agency, Tour operators, General sales agencies of airlines,
Aviation consultancy, Freight consultancy and to act as Rail, Sea and Road carriers
representatives and also ship, streamer, Launch, boats repairing and maintenance.
To attain the business objectives company may enter into Partnership, Jointventure, take over or Amalgamate with any other company and also to take Loans
from Bank/other Financial Institutions in such a manner as may company thinks fit.
To mortgage the property and assets of the company as securities for loans and/or
any credit facilities to be given to any associate company or companies or third
party and also to give guarantee securing liabilities of such associate company or
companies and/or third party.
IV. The liability of the members of the company is limited by shares
V.
The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided
into 100000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with power
to increase or reduce the capital and to divide the shares into different classes and to
attach thereto any special right or privileges or conditions as regards dividends,
repayment of capital, voting or otherwise or to consolidate or sub-divide the shares.
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We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
SL
No.
Name
Position
1
Entity Name: A2Z Ventures Limited
Represented By: 1. SYED MOSTAHIDAL HOQ &
2. ALBAB AL MEHBOOB
Address: Apartment 4B, 22 Kamal Ataturk
Avenue, Banani
Name : ABU SALEH DIDAR
Father's Name : Motiur Rahman
Mother's Name : Shamima Yasmin
Address : House 56, road 1, Block A, Niketon,
Dhaka
Date of Birth : 05-AUG-91
E-mail : didar@a2zventures.net
Phone : 01969-602221
TIN : 362258454422
NID/Passport No. : 3257601546
Nationality : Bangladeshi
Name : SYED MOSTAHIDAL HOQ
Father's Name : Syed Mostafijal Hoq
Mother's Name : Syeda Asma Hoq
Address : Apartment 9P, Bay Villa Laila, House
48/A, Road 41, Gulshan 2, Dhaka
Date of Birth : 01-JAN-85
E-mail : mostahidal.hoq@daraz.com.bd
Phone : 01969602218
TIN : 681091161538
NID/Passport No. : 8673707504
Nationality : Bangladeshi
Share
Holder
1
2
998
( Nine
Hundred
Ninety Eight
shares)
Managing
1
Director
( One
shares)
Chairman
Witness 1
Name
: Md. Atiqur Sobhan
No. of
Shares
Taken
1
( One
shares)
Signature
of
subscribers
sd/-
sd/-
sd/-
Witness 2
Name
: Md. Mostain Billah, FCA
Address: House:1050, Road:07(Old 40)
Mirpur DOHS, Dhaka
Address: BSEC Bhaban 11th Floor,
102 Kazi Nazrul Islam Avenue, Dhaka
Phone : 01816865868
Phone : 01974612860
NID
NID
: 4122304790373
:
1011666847
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY
LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
Hexafly Bangladesh Limited
GENERAL
1.
The regulations contained in the Schedule-1 of the Companies Act (XVIII Act of
1994) as applicable to Private limited company, shall apply to this Company with
regard to such provisions as are not negative or modified by or as are not contained
in the following Articles or any other Articles that may from time to time be framed
by the Company in a General Meeting.
PRIVATE COMPANY
2.
The Company is a private company within the meaning of clause (q) of section 2(1)
of the Companies Act 1994 and accordingly:
(i)
No invitation shall be issued to the public to subscribe for any share or
debenture of the Company;
(ii) The number of the members of the Company (exclusive of the persons in the
employment of the Company) shall be limited to fifty, provided that for the purpose
of this provision where two or more persons held one or more shares jointly in the
Company, they shall be treated as a single member; and
(iii)
The right to transfer the shares of the Company shall be restricted in the
manner hereinafter provided.
RESOLUTION BY CIRCULATION
3.
Subject to the provisions of the Companies Act 1994, the Company may by
resolution
(a) Increase the share capital by such sum to be divided into shares of such amount
as resolution may prescribe;
(b) Consolidate its shares into share of a larger amount than its existing shares;
(c) Sub-divide its share into shares of a smaller amount than its existing shares;
(d) Cancel any share which at the date of the passing of the resolution have not
been taken or agreed to be taken by any person; and/or
(e) Reduce its share capital in any way.
INTERPRETATION
4.
In the construction of these Articles unless inconsistent with the context the
singular shall include the plural and the masculine shall include the feminine and vice
versa and the following words and expressions shall have the following meanings:
Auditors mean and include those persons or firms appointed as statutory auditors of
the Company in accordance with, and within the meaning of the relevant provisions
of the Companies Act, 1994.
Article means these Articles of Association.
Capital means the share capital for the time being raised, or authorized to be raised,
for the purpose of the Company.
Chairman means the chairman of the Company.
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Debenture includes debenture-stock.
Directors mean the directors of the Company for the time being or, as the case may
be, the directors assembled at a Board.
5.
Dividend shall include stock dividend.
Extra-Ordinary General Meeting means an Extra-Ordinary General Meeting of the
members duly called and constituted, and any adjourned holding thereof, in
accordance with the relevant provisions of the Companies Act, 1994.
General Meeting means a General Meeting of the members, or any adjourned holding
thereof, held in accordance with the provisions of the Companies Act, 1994.
Member shall mean any person who may from time to time become registered as a
shareholder in the Company and includes the subscribers to the Memorandum of
Association of the Company.
Managing Director shall mean a Managing Director of the Company.
Person shall include individuals, bodies of individuals, limited liability companies and
other corporate bodies.
Secretary shall mean the secretary of the Company.
The Board of Directors or the Board means the Board of Directors for the time being
of the company.
6.
The Act shall mean the Companies Act, 1994 or any statutory modification or reenactment thereof, for the time being in force.
The Company or "This Company" shall mean ¿Hexafly Bangladesh Limited¿ a company
incorporated under the laws of Bangladesh.
The Office shall mean the registered office for the time being of the Company.
The Register or "The Register of Members" shall mean the register of members to be
kept pursuant to the provisions of the Act.
And subject as aforesaid and unless the context otherwise requires words or
expressions contained in these articles, shall bear the same meaning as in the Act in
force at the date at which these articles become binding on the Company.
BUSINESS
7.
The business of the Company shall include all or any of the several subjects
expressed in the Memorandum of Association.
8.
The business of the Company
Incorporation of the Company.
may
be
commenced
immediately
after
the
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SHARE CAPITAL
9.
The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided
into 100000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) each
10. The Directors may, with the sanction of the Company in a General Meeting, increase
the share capital of the Company by such sum to be divided into shares of such
amount, as the resolution in the said meeting prescribes.
11. The new shares may be issued on such terms and conditions and with such rights
and privileges as the directors may determine subject to the provision of section
155 of the Act.
12. The Company may, by special resolution, reduce the share capital in any manner
subject to the provisions of the Companies Act, 1994.
13. The shares of the Company shall be under the control of the Directors who may allot
or otherwise dispose of the same to such person or persons and on such terms and
conditions and at such time as the directors think fit and give to any person the call
on any shares either at par or at a premium for such time and for such consideration
as the directors think fit.
14. The share capital of the Company for the time being, whether original or increased
may be divided into several classes, with any preferential, deferred, qualified or
special rights privileges and conditions attached thereto. Different classes of shares
may again be reclassified or consolidated or abolished altogether.
15. Shares may be registered in the name of the person or persons, limited companies or
other corporate bodies. Not more than four persons, shall be registered as joint
holder of any share,
16. The Redeemable Preference Share may be issued at such time and manner as the
Board of Directors may think fit.
17. No Redemption of Redeemable Preference Share shall be made within two years of
issue of such share.
18. Other than the right of Preference on dividend and Redemption, the holders of the
Preference Share, shall be entitled to all the rights and Privileges enjoyed by the
ordinary shareholders.
19. Redeemable Preferences Shareholders shall not be entitled to any fixed rate of
dividend. Directors may recommend different rates of dividend for different classes
of shares.
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BANK ACCOUNT
20. Bank account(s) will be opened with any scheduled bank or banks in Bangladesh or
outside and shall be operated jointly or singly as per resolutions taken by the Board
of Directors of the Company.
SHARE CERTIFICATE
21. The certificate of title of shares and duplicate thereof whenever necessary, shall be
issued to the members of the Company and shall be signed jointly by the Directors
as determined by the Board of the Company. Any two or more joint holders of
shares for the purpose of these Articles shall be treated as a single member in case
of polls and the certificate in respect of any such shares shall, unless authorized by
all the joint holders in writing be delivered to the person first named in the register.
22. If any certificate is worn out, destroyed, defaced, or lost, a new certificate may be
reissued in lieu thereof on such terms and on such indemnity as the Board of
Directors may think fit.
LIEN
23. The Company shall have a lien on every share (not being a fully-paid share) for all
moneys (whether presently payable or not) called or payable at a fixed time in
respect of that share, and the company shall also have a lien on all shares (other
than fully paid shares) standing registered in the name of a single person, for all
moneys presently payable by him or his estate to the Company; but the directors
may at any time declare any share to be wholly or in part exempt from the
provisions of this clause. The company's lien, if any, on a share shall extend to all
dividends payable thereon.
24. The company may sell, in such manner as the directors think fit, any share(s) on
which the company has a lien, but no sale shall be made unless some sum in respect
of which the lien exists is presently payable, nor until the expiration of fourteen
days after a notice in writing, stating and demanding payment of such part of
amount in respect of which the lien exists as is presently payable has been given to
the register holder for the time being of the share, or the person entitled by reason
of his death or insolvency to the share.
25. The proceeds of the sale under clause # 24 shall be applied in payment of such part
of the amount in respect of which the lien exists as is presently payable and the
residue shall subject to a (like) lien for sums not presently payable, as existed upon
the shares prior to the sale be paid to the person entitled to the shares at the date
of the sale. The purchaser shall be registered as the holder of the shares, and he
shall not be bound to see the application of the purchase money, nor shall his title
to the shares be affected by any irregularity or invalidity in the proceedings in
reference to the sale.
CALL ON SHARES
26. The Directors may, from time to time, make such call as they think fit upon the
members in respect of any money unpaid on their shares and not by the conditions
of allotment made payable at fixed time or time so specified, amount called in his
shares. A call be made payable by installment and shall be deemed to have been
made at the time the resolution of the directors authorizing such call is passed.
If the sum payable in respect of any call or installment is not paid before or on the
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27. date appointed for payment thereof, the person from whom the sum is due, shall at
the discretion of the directors, be liable to pay interest upon the sum from the day
appointed for the payment thereof, to the time of the actual payment at such rate
as the director may from time to time determine.
28. The directors may make arrangements for the issue of shares for a difference
between the holders of such shares in the amount of calls to be paid and the time
of payments.
TRANSFER AND TRANSMISSION OF SHARES
29. Subject to the prior permission of the Board of Directors, any share or part thereof
may be transferred by any Director/shareholder to his/her children, father, mother,
brother, sister, wife, husband, or to its subsidiary or associated company in case of
corporate shareholder. Except as aforesaid, no share shall be transferred to any
person who is not a member of the Company as long as any member is willing to
purchase the same at a fair value to be determined by the Directors at their
discretion. The procedure for ascertaining whether any member is willing to sell or
purchase any share, shall be determined by the Board of Directors.
30. The instrument of transfer of any share of the Company shall be executed by the
transferor and the transferee. The transferor shall be deemed to remain holder of
the share until the name of the transferee is entered in the register of the members
in respect thereof.
31. The directors may without assigning any reason whatsoever, decline to register any
transfer of shares including transfer to any person who is a member of the
Company.
32. The nominee of the deceased holder of the share, if any, shall be the only person
recognized by the Company as having any title to the share provided the deceased
holder of the share has filed his/her nomination in the form of a declaration or an
oath made in writing before a magistrate or any other competent authority on the
office of the Company before his/her death.
33. In the absence of any nominee, the legal representatives of a deceased holder of
shares shall be, upon such proof of their title as may be required by the directors,
recognized by the Company as having any title to the share and such person as
above shall be registered as share holder in place of the deceased.
34. If any member fails to pay any call money or installment on the day appointed for
payment thereof, the directors may, at any time thereafter during such time as the
call or installment remains unpaid, serve a notice on such member requiring him to
pay the same, together with any interest and expense that may have been incurred
by the Company by reason of such non-payment.
35. If the requirements of such notice aforesaid are not complied with any share in
respect of which the notice has been given, may at any time thereafter, before the
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payment required by notice has been made, be forfeited by a resolution of the
directors to that effect, such forfeiture shall include all dividends declared in respect
of the forfeited shares and not actually paid before its forfeiture.
36. A person whose shares have been forfeited, shall cease to be a member in respect
of the share forfeited, but shall, notwithstanding, be liable to pay the Company all
claims, installments, interests and expenses owing in respect of such shares at the
time of the forfeiture together with interest thereon at six percent per annum and
the directors may enforce the payment thereof, if they think fit, but shall not be
bound to do so.
ALTERATION OF CAPITAL
37. The directors may, with the sanction of the Company previously given in a general
meeting, convert any paid-up share into stock and may, with similar sanction
reconvert any stock into paid up share of any denomination.
38. The Company may from time to time, by Extra-Ordinary Subject to any special right
and privilege for the time being attached to any issued share shall be issued upon
such terms and conditions and with such rights and privileges annexed thereto as
the general meeting resolving upon creation thereof, shall direct and if no directions
be given and as the directors shall, subject to the provisions of section 155 (Ka) of
the Act, determine.
39. The new share shall be subject to the provisions with reference to the payment of
calls, lien transfer, transmission, and forfeiture and otherwise as shares in the
original share capital.
GENERAL MEETING
40. There shall be at least one ordinary General Meeting to be called the annual general
meeting in every calendar year. It should be called in every calendar year and as
soon as practicable after the annual closing of accounts of the Company but not
later than fifteen months from the date of last annual general meeting. The first
Annual General Meeting shall be held within 18 (Eighteen) months from the date of
Incorporation.
41. Subject to the provision of section 87(2) of the Companies Act, 1994, relating to
special resolution, at least fourteen days¿ notice specifying the place, the day and
the hour of general meeting shall be given and in the case of special business, the
general nature of such business shall be notified to the members, but accidental
omission to give such notice or non-receipt of such notice by any member shall not
invalidate the proceedings of the general meeting which may with the consent of all
the members be also called by shorter notice and in such manner as the members
think fit.
42. The Managing Director, or the Board of Directors whenever think it necessary may
call (subject to the provisions of articles 38) a General Meeting whether ordinary or
extra-ordinary at such time and place as he or they think fit.
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43. The chairman shall preside over each general meeting and in case of equality of
votes or poll in any meeting the chairman will have a second or casting vote. In
case the chairman is absent in any meeting, the members present in the meeting
elect a person to be the chairman at the meeting who and shall act as chairman at
such meeting.
QUORUM (AGM)
44. 2 (Two) members presence either personally or by proxy present shall form the
quorum for a general meeting.
BORROWING POWERS
45. With the approval of Board of Directors, the Managing Director or any Director of
the Company may from time to time borrow from any source or any loan giving
Agency, both local and foreign any sum of money required for the purpose of
business of the Company with or without any security of Company's assets both
movable and immovable and secure the payment or repayment of such manner and
upon such terms and conditions as he/she thinks fit in particular by issue of the
debentures or debenture stock of the company both present and future including its
uncalled capital for the time being.
46. If the Company avails any local or foreign currency loan from any loan giving Agency
from home or abroad and if such loan giving Agency/Agencies imposes any condition
for appointment of a Director by them, they should be granted the right to appoint
in writing one person as the Director of the Company and to replace such person
from time to time. The Director appointed shall neither be required to hold any
qualification share nor be liable to retirement by rotation. The Director so appointed
by the loan giving Agency/Agencies will be entitled to re-imbursement of traveling
and daily allowances at the rates prescribed by the loan giving Agency/Agencies
concerned for attending the Meeting of the Board of Directors of the Company.
VOTE OF MEMBERS
47. At any general meeting, a resolution put to vote of the meeting, should be decided
on a show of hands unless a poll (before or on the declaration of the result of the
show of hands) is demanded by the Chairman or by any member or members who
held not less than one-tenth of the issued capital.
48. 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/her.
49. On a poll, votes may be given either personally or by attorney or by representative
authorized under Section 85 of the Act. Any person entitled under transmission
clause to the transfer of any share may vote at any general meeting in respect
thereof in the same manner as if he/she was the registered holder of shares
provided that at least 48 hours before the time of holding the meeting or adjourned
meeting as the case may be, at which he/she proposed to vote, he/she shall satisfy
the Board of Directors or the Managing Director of his/her right as transferee to
such shares unless the Board of Directors or the Managing Director shall have
previously admitted his or her right to vote at such meeting in respect thereof.
DIRECTORS
Unless Otherwise determined by the company in general meeting the number of
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50. directors shall not be less than 2( Two ) and not more than 20( Twenty ).The
following persons shall be the first directors of the company unless anyone of them
voluntarily resigns the said office or otherwise removed therefrom under the
provisions of section 108(1) of the companies Act, 1994.
1. ABU SALEH DIDAR
2. SYED MOSTAHIDAL HOQ
51. The remuneration to director for attending Board Meeting may be fixed from time to
time by the Company in General Meeting for each meeting attended by them
together with reasonable traveling & other expenses incurred by them.
52. If any Director, is appointed to advise the Board as an expert or to perform
extra services
or
make special exertion for any of the purposes of the
Company or in giving special attention
to the business of the Company or as a
member of Committee of Directors, the Company may, in General Meeting,
remunerate such Director so doing, either by
a fixed sum or by a percentage
of net profits of the Company at its General Meeting provided that the extra
remuneration in the share of percentage on profits shall be subject to the
prior approval of appropriate authorities and such remuneration may be either in
addition at or in substitution of his share in the remuneration from time to time
provided for the Directors.
53. The shareholders shall have the power at any time to appoint any other person to
be a Director of the Company either to fill in a casual vacancy or as an addition to
the Board so that the total number of directors shall not at any time exceed the
maximum number to be fixed by Article 48 above. Retirement of Directors by rotation
is not applicable to the Company.
QUALIFICATION SHARES
54. The qualification share of a Director shall be holding at least 01 (one) shares of Tk.
100 each but the Nominee Director shall not be required any qualification share in
his own name. Corporate shareholders having the qualification may appoint Nominee
Director in the Company.
PROCEEDING OF DIRECTORS
55. The directors may meet together for the disposal of business and adjourn and
otherwise regulate their meetings as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. In case of an equality of votes, the
Chairman shall have a second or casting vote. A director may, and Secretary on the
requisition of a director shall at any time, summon a meeting of directors.
56. Meeting of Directors may be held at any place and time deemed convenient to them
to be taken place. The Directors may in need, hold it¿s meeting through videoconference which will require endorsement in the immediate next formal Board
Meeting.
The continuing directors may act notwithstanding any vacancy in their body, but, if
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57. and so long as their number is reduced below the number fixed by or pursuant to the
regulations of the company as the necessary quorum of directors, [and] may act for
the purpose of increasing the number of directors to that number, or of summoning
a general meeting of the company, but for no other purpose.
58. The directors shall determine the period for which the Chairman shall hold office.
59. The directors may delegate any of their powers to committees consisting of such
member or members of their body as they think fit; any committee so formed shall,
in the exercise of the powers so delegated, conform to any restriction and
regulations that may be imposed on them by the directors.
60. A committee may elect a Chairman of their meetings; if no such Chairman is elected
or if at any meeting the Chairman is not present thirty minutes after the time
appointed for holding the same the members present may choose one of their
number to the Chairman of the meeting.
61. A committee may meet and adjourn as they think proper. Questions arising at any
meeting shall be determined by a majority votes of the members present and in case
of an equality of votes, the Chairman shall have a second [or] casting vote.
62. All acts done by any meeting of the directors or of a committee of directors, or by
any person acting as a director, shall, notwithstanding that it be afterwards
discovered that there was some defect in the appointment of any such directors or
persons acting as aforesaid, or that they or any of them were disqualified, be as
valid as if every such person had been duly appointed and was qualified to be a
director.
63. A resolution by circular in writing signed by all the directors shall be as valid and
effectual as if it had been passed at the meeting of the Board of Directors duly
called and constituted.
QUORUM (Board Meeting)
64. 2 (Two) shall form the quorum necessary for the transaction of the business of the
meeting of the Directors.
ALTERNATE DIRECTOR
65. Subject to Section 101 of the Act, the Directors shall at the request of any Director
(hereinafter called "Original Director") during his absence from Bangladesh appoint as
his Alternate the person so nominated by the Original Director and such appointment
shall have effect from the date of nomination of the Alternate Director by the
Original Director and the former shall while he holds office as Alternate Director be
entitled to notice meetings of the Directors and in the absence of the Original
Director to attend and vote thereat and shall ipso facto vacate office if and when
the Original Director returns to Bangladesh and an appointment or removal under this
Article of an Alternate Director shall be effected by the Directors upon the request
in writing to the Board under the hand of the Original Director whom the Alternate
Director is to represent or represents.
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POWER OF DIRECTORS
66. The business of the Company shall be managed by the directors who may pay all
such expenses as preliminary and incidental to the promotion, formation,
establishment and registration of the Company as they think fit and may exercise all
such powers of the Company and do on behalf of the Company, all such acts as
may be exercised and done by the Company and as are not by the statutes or by
these articles required to be exercised or done by the Company in General Meetings
subject to any regulations of these articles, to the provisions of the statutes and to
such regulations being not inconsistent with the aforesaid regulations of provisions
as may be prescribed by the Company in general meeting; but no regulation(s) made
by the company in general meeting shall invalidate any prior act of the directors
which would have been valid if such regulation had not been made. The Director any
delegate its power to the Managing Director, Director or other officer/person of the
Company.
67. Each of the directors shall be responsible for the proper discharge of the Company's
business that may be entrusted to him/her.
CHAIRMAN
68. SYED MOSTAHIDAL HOQ shall be the first Chairman of the company and he shall
remain and hold the office for the period as decided by the Board of Directors or as
he may voluntarily resign from the post. In case of vacancy the Directors may
appoint a new Chairman amongst themselves in a meeting and resolution taken by
the Board of Directors. Remuneration and other facilities of the Chairman shall also
be determined by the Board of Directors from time to time.
MANAGING DIRECTOR
69. ABU SALEH DIDAR shall be the first Managing Director of the Company for a period of
05 (five) years from the date of Incorporation of the Company. He may resign
voluntarily from the post. If the post of Managing Director falls vacant for any
reason, the Board of Directors shall be entitled to nominate any of the other
Directors to act as Managing Director. Subject to powers as may be delegated by
the Board of Directors, the Managing Director shall be the executive head of the
Company and shall deal with all day to day affairs of the Company under the
supervision of the Board of Directors.
70. Subject to the general supervision of the Board of Directors as provided by these
articles the business of the Company shall be managed, conducted and carried on
by the Managing Director and he/she shall exercise all powers, that have been
hereinafter mentioned together with such additional powers that may be delegated
to him/her by the Board of Directors from time to time.
71. Subject to the general supervision of the directors in that behalf, (and subject to
the provision of article 68) in addition to the powers conferred by these presents
the Managing Director is hereby appointed Attorney of the Company for all purposes
hereinafter mentioned.
i) To receive all money and securities of the Company and pay out of the funds of
the Company all costs/charges and expenses as preliminary and incidental to the
formation, establishment and registration of the Company and all necessary
expenses for carrying on the business and affair of the Company.
ii) To appoint, suspend, promote, degrade, upgrade, engage, fine and dismiss any or
all officers, employees, experts, clerks, menials, laborers and all other persons of
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temporary, permanent as special service and to pay them out of the funds of the
Company such salary, commissions as he/she may think fit.
72. iii) To accept, make, draw, sign, and endorse for or on behalf of the Company all
letters, bills of exchange, promissory notes and other negotiable instruments.
iv) To enter into any contract and agreement with any concern or concerns, bank
or banks, person or persons, corporation, government or autonomous bodies which
may be necessary for the convenience of the Company's business affairs.
v) To make and give receipts, realize and other discharges for the money payable to
the Company and for claims and demands of the Company and or all postal articles,
parcels etc. and for all other purposes of the Company.
vi) To compound or allow for payment or satisfaction of any debt, liability due to or
by the Company and any other debt, claim, demand by or against the Company.
73. vii) To do all other things and everything relating to the interest of the Company
and in connection with any legal proceedings before the competent authority.
viii) To keep in custody all assets, valuable documents, accounts securities on
behalf of the Company.
The Managing Director may delegate all or any of his/her powers to such other
directors, secretaries, managers, agents, or other persons as he/she may think fit
and shall have power to grant to such person power of attorney as he/she may
deem expedient and such powers he/she may at pleasure revoke, subject to the
approval of the Board.
DIVIDEND AND RESERVE
74. The Company in general meeting may declare dividends but no dividend shall exceed
the amount recommended by the directors.
75. 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.
76. The Board of Directors shall have absolute discretion in the employment of the
reserves created out of the net profits of the Company and in declaring fully paid
bonus shares out of profits. The Board of Directors may from time to time pay to the
share holder members such interim dividends as appear to the Board of Directors to
be justified by the profits of the Company.
ACCOUNTS AND AUDIT
77. The directors shall cause true accounts to be kept.
(a) of the assets and liabilities of the Company.
(b) of all sums of money received and expended by the Company and the matter in
respect of such receipt and expenditure take place.
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(c) of all sales and purchases of goods by the Company, and
(d) of all contingent assets and liabilities
The books of accounts shall be kept at the registered office or at such other place
as the directors may think fit and shall always be kept open for the inspection of
the directors.
78. At least once in every year the account of the Company shall be examined and the
correctness of the profit and loss account and balance sheet be ascertained by one
or more auditors appointed for the purpose and the provisions of section 210 to 213
of the Companies Act, 1994 shall be observed.
INDEMNITY
79. Subject to the provisions of Section 102 of the Act, the Managing Director, and
every Director, officer or servant of the Company shall be indemnified out of the
assets of the Company and from against all costs, losses, expenses which they or
any of them shall or may incur or sustain by reason of any act done or committed in
or about the bona fide execution of their duty in their respective offices except
such (if any) as they shall incur or sustain by through their own willful neglect,
default, breach of duty/breach of trust.
80. Subject to the provisions of section 102 of the Act, no Director or other officer of
the company or of the Managing Agents (if any) shall be liable for the acts,
receipts, neglects or defaults of any other Director or officer, or for joining in any
receipt or other act for conformity, or for any loss or expense happening to the
company through insufficiency or deficiency of title to any property acquired by the
Directors for or on behalf of the company or for the sufficiency or deficiency of any
security in or upon which any of the money of the company shall be invested or for
any loss or damage arising from the bankruptcy, insolvency or tortuous act of any
person, company or corporation, with whom any money, securities or effects shall
be entrusted or deposited or for any loss occasioned by any error of judgment or
oversight on his part or for any other loss or damage or misfortune whatsoever
which shall happen in the execution of the duties of his office or in relation thereto,
unles
SECRECY
81. Every director, managing director, chairman, manager, secretary, auditor(s),
accounting officer, agent or other person employed in the business of the Company
shall have to observe strict secrecy respectively in all matters which may come to
his knowledge in the discharge of his duties except when required to do so by
resolution of the Company or by a court of law or where the person connected if
required to do so, in order to comply with any provision of the law or in these
presents
ARBITRATION
82. Whenever any difference arises between the Company on the one hand and any of
the members on the other hand touching the true intent, incidence or consequence
of these present or to any statute affecting the Company or to any of the affairs of
the Company, every such difference shall be referred under the Arbitration Act,
2001.
WINDING UP
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83. If the Company shall be wound up, the surplus if any (subject to any rights
attached to any special class of shares forming part of the capital for the time
being) of the Company be applied first in the payment of capital paid up on the
shares and excess (if any) shall be distributed among the members in proportion to
the number of shares held by them respectively at the announcement of winding up.
84. With the sanction of an extra ordinary resolution for the member any part of the
assets of the Company including any share in other company or companies may be
divided between the members of the Company in specie or may be vested in trusts
for the benefit of such member and the liquidators of the Company may be closed
and the Company dissolved but no member shall be compelled to accept share
whereon there is any liability.
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We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Articles of Association and we
respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
SL
No.
Name
Position
No. of
Shares
Taken
1
Entity Name: A2Z Ventures Limited
Represented By: 1. SYED MOSTAHIDAL HOQ &
2. ALBAB AL MEHBOOB
Address: Apartment 4B, 22 Kamal Ataturk
Avenue, Banani
Share
Holder
Name : ABU SALEH DIDAR
Father's Name : Motiur Rahman
Mother's Name : Shamima Yasmin
Address : House 56, road 1, Block A, Niketon,
Dhaka
Date of Birth : 05-AUG-91
E-mail : didar@a2zventures.net
Phone : 01969-602221
TIN : 362258454422
NID/Passport No. : 3257601546
Nationality : Bangladeshi
Name : SYED MOSTAHIDAL HOQ
Father's Name : Syed Mostafijal Hoq
Mother's Name : Syeda Asma Hoq
Address : Apartment 9P, Bay Villa Laila, House
48/A, Road 41, Gulshan 2, Dhaka
Date of Birth : 01-JAN-85
E-mail : mostahidal.hoq@daraz.com.bd
Phone : 01969602218
TIN : 681091161538
NID/Passport No. : 8673707504
Nationality : Bangladeshi
Managing
Director
998
( Nine
Hundred
Ninety
Eight
shares)
1
( One
shares)
1
2
Chairman
Witness 1
Name
: Md. Atiqur Sobhan
Address: House:1050, Road:07(Old 40)
Mirpur DOHS, Dhaka
Phone : 01816865868
NID
:
4122304790373
1
( One
shares)
Signature
of
subscribers
sd/-
sd/-
sd/-
Witness 2
Name
: Md. Mostain Billah, FCA
Address: BSEC Bhaban 11th Floor,
102 Kazi Nazrul Islam Avenue, Dhaka
Phone :
NID
:
01974612860
1011666847
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