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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A LIMITED BY SHARES PRIVATE COMPANY
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
Blue Asian Foods Limited
Issue No. 484534 Date: 04/02/2025
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
MEMORANDUM OF ASSOCIATION
OF
Blue Asian Foods Limited
I. The name of the company is Blue Asian Foods 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):
To carry on the businesses of all kinds of Fishes, Shrimps, Vegetables, Fruits,
Poultries, Dairies, Eggs, Fish Meats, Shrimp Meats, Cattle Meats, SURIMI, Fish Meal,
Fish Oil, and their value added products processing, manufacturing, production,
hatchery, catching, farming, aquaculture, cultivation, trading, tendering,
merchandising, importing, exporting, re-exporting, contract farming, plantation,
contract manufacturing, contract production, horticulture, drying, canning,
pisciculture, warehousing, storing, operating, transporting, loading, unloading,
handling, packaging, stocking, , dealership, commissioning agents, supplying,
wholesaling, retail selling, marketing, selling, & engaging in any other activities or
businesses for doing the businesses thereof and or upstream or downstream of the
businesses thereof, including but not limited to acquiring, purchasing, consulting,
importing, exporting, re-exporting, warehousing, transporting, taking lease, renting,
chartering.
trading, processing, contracting, subcontracting, tendering, maintaining,
manufacturing, producing, marketing, selling, storing, transporting, & so on, of fish
feed, poultry feed, animal feed, cattle feed, drugs, chemicals, vaccines, tools,
land, buildings, utilities, ponds, lakes, facilities, factories, sheds, offices,
laboratories, warehouses, cold storages, freezers, chillers, chilling rooms, multi-
purpose agro-based buildings facilities, fishing trawlers, shrimp trawlers, purse seine
fishing trawlers, long liners, ice trawlers, fishing boats, transport vehicles, surimi
processing equipment machinery, any other material, equipment, machinery, and
facilities required to support any or all of the businesses & activities enter into
foreign market or foreign operations by individually independently or through any
agreement or contract or joint venture business with Foreign Firms or companies
(both Public as well as Private) for executing any businesses & or activities thereof
To enter into foreign market or foreign operations by individually independently or
through any agreement or contract or joint venture business with Foreign Firms or
companies (both Public as well as Private) for executing any businesses and/or
activities mentioned in clause 1 and or for the setting up of Fish Shrimp Catching,
Farming, Assembling, Manufacturing, Repairing Maintenance of any kind of Plant or
Machinery and to receive Plants, Machineries, Technical Know-how, Equipments
and Spare parts worth any amount from Foreign Firms or Companies with or without
cost or either in cash or in credit, subject to the provisions of Laws in force in
Bangladesh or to be promulgated from time to time by the Government of
Bangladesh. To enter into any contract or arrangement with Government Supreme
or Provincial or other authorities municipal, local or otherwise that may seem
conducive to the Companys objects and to obtain from any such Government or
authority any right privileges.
To carry out exercise perform and comply with any such contract arrangement
right privileges and concessions. To manufacture, Import, Export, Buy, Sell,
Exchange, Alter, Improve, Manipulate, prepare for market and otherwise deal in all
kinds of Plant, Machinery, Stores, Transports, Vehicles, Apparatus, Spare parts,
1
2
3
4
A LIMITED BY SHARES
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Tools, Utensils, Chemicals and other materials and things necessary or convenient
for carrying on any of the businesses and / or activities specified in clause. To
construct, maintain, improve, develop, work, manage, carry out or control any
offices, buildings, warehouses, factories electric works, garages, workshops, shops,
stores, and erections of every description and any roads, ways or sidings, bridges
reservoirs, watercourses, wharves & other works and conveniences which the
Company may think directly or indirectly conducive to the objects or interests of
the Company and to contribute or other
wise assists or take part in the construction improvement, maintenance working
management or development of carrying out or control thereof. To Purchase
Otherwise acquire any land, Building or premises and to develop import, alter,
demolish or let out for the purpose of carrying of hotel, restaurant, lodging and
housekeeping and to set up and established hotel and tourist industry and the
business of running of hotels motels, hunting lodges and private picnic spot and to
acquire any land by purchase or by way of irrevocable power of attorney lease or
otherwise and to mortgage, sell, develop the said land to contract thereon with a
view to set up and establish hotel and tourist industry, hotel, motel restaurant,
running of hotel and tourist industry, hotel, motel, restaurant, lodging and
housekeeping or any other purpose as per terms of agreement. To purchase,
charter and or take on lease Fishing Boat, fishing vessels, trawlers and fishing nets
for the purpose of Deep-Sea Fishing.
To import materials and machineries that may necessary for all types of Fishing in
local and International territory, Independently or with local &/or foreign
Partner(s).To borrow or raise money from any scheduled bank or any financial
institution in Bangladesh or abroad and in particular by the issue of debentures or
debenture stock perpetual or otherwise or by mortgage, charge, lien upon the
companys property, assets, uncalled capital and also by a similar mortgage, charge
or lien to secure and guarantee the performance of any obligation of liability the
Company may undertake. To remunerate any person, firm or company rendering
services either in cash payment or by allotment of shares or securities of the
company as may be deemed expedient by the company from time to time., To
enter into any arrangement for sharing of profits, interest, co-operation, joint
venture, business or transactions or otherwise, with any other parties take,
acquire, hold shares or stock in other company.
To acquire, hold and avail technical skills, collaborations, investment assistance, all
other assistance, co-operation, both local and f give guarantee and/ or stand as
surety in the form of corporate guarantee or otherwise and to mortgage To
Mortgage immovable property & hypothecate, pledge, lien on any other movable
assets of the company including land, building, plant, machinery, stocks, goods,
shares, FDR, bonds, to any scheduled bank or financial institution as security of
loan(s)and or any credit facility(s) sanctioned by them to any subsidiaries of the
company or sister companies & or any third party with whom the company has any
direct or indirect business relation and also to give corporate guarantee to any
scheduled bank(s) or financial institution or any 3rd party as standing surety of
repayment of any loan payable by any sister concern or subsidiary company or any
third party with whom the company has any direct or indirect business relation.
To attain the business objectives company may enter into Partnership, Joint-
venture, take over or Amalgamate with any other company and also to take Loans
from Bank/other Financial Institutions in such a manner as may company thinks fit.
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.
5
6
7
8
9
IV. The liability of the members of the company is limited by shares
The Authorized Share Capital of the Company is TK. 50000000 ( Five Crore ) divided
into 500000 ( Five 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.
V.
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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.
Name : RRC Ventures OPC, Representative
of ROMANA ROUF CHOWDHURY
Name : Merry Time Foods Co. Ltd.,
Representative of IIMORI MASAHIRO
Father's Name : Abdur Rouf Chowdhury
Mother's Name : Zakia rouf chowdhury
Address : Rangs Bhaban, level-2, 117/A, old
airport road, Tejgaon, Dhaka, PO: 1215, Dhaka
Date of Birth : 30-OCT-68
E-mail : tax1@searesourcesgroup.com
Phone : 01701217151
TIN : 242009958700
NID/Passport No. : 1473213609
Nationality : Bangladeshi
Father's Name : IIMORI Yasumasa
Mother's Name : IIMORI Tsuguko
Address : 10-6, Ginza 2 chome, Chuo-ku,
Tokyo, N/A
Date of Birth : 16-JUN-56
E-mail : merrytime@mtfoods.co.jp
Phone : 819035161839
TIN :
NID/Passport No. : TT2177478
Nationality : Japanese
Share
Holder
Share
Holder
238000
( Two Lac
Thirty Eight
Thousand
shares)
59500
( Fifty Nine
Thousand
Five
Hundred
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Md. Razaul Karim Mazumder Md. Abir
Rangs Bhaban, level-2, 117/A, Old
Airport Road, Tejgaon, Dhaka, PO:
1215
Phone : +8801701217151
NID : 3262625031
Rangs Bhaban, level-2, 117/A, Old
Airport Road, Tejgaon, Dhaka, PO: 1215
01701217123
8246639903
Phone :
NID :
Name :
Address:
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
ARTICLES OF ASSOCIATION
OF
Blue Asian Foods Limited
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
The Regulations contained in the Schedule-1 to the Companies Act, 1994 applicable
to a private limited company shall subject to the modifications hereinafter contained
be applicable to the company.
The Regulations for the management of the Company and for the observance of the
members thereof and their representatives shall, subject as aforesaid and to any
exercise of the statutory powers of the Company in reference to the repeal or
alteration of or addition to its regulations by special resolution, as prescribed or
permitted by the Act, be such as are contained in these Articles.
In these Articles unless there is something repugnant in the subject or context
inconsistent therewith:
The Act means the Companies Act, 1994 (Act No. 18 of 1994).
Board means the Board of Directors of the Company.
Company or The Company and/or This Company mean Blue Asian Foods Limited
Chairman means the Chairman of the Board of Directors of the Company.
Debenture includes Debenture stock.
Directors mean the Directors of the Company, including the Managing Director or the
Members of the Board of Directors of the Company.
Factory Director or Working Director means the Factory or Working Director of the
Company.
Managing Director means the Managing Director of the Company.
PRELIMINARY
INTERPRETATION
A LIMITED BY SHARES
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12.
13.
14.
15.
16.
17.
18.
19.
20.
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23.
24.
25.
Month means English Calendar month.
Proxy includes Attorney duly constituted under a Power of Attorney.
Share includes shares and stocks.
Shareholders and/or Members mean the shareholders/members of the Company.
Special Resolution and Extraordinary Resolution have the meaning assigned thereto
respectively by the Act (Section 87).
Sponsor means the sponsors referred to in these presents.
The Office means the Registered Office for the time being of the Company.
The Register means the Register of Members of the company as to be kept in
pursuance of Section 34 of the Act.
Year means English Calendar year.
Written and In Writing include printing, lithography and other modes of representing
or reproducing words in a visible form.
Words importing the masculine gender only also mean and include the feminine
gender.
Words importing persons include firms, companies, corporations and sangsthas
Words importing the singular number only shall also mean and include the ¿plural¿
number and vice versa.
SCHEDULE-I: The regulations contained in Schedule-1 to the Act applicable to
private limited company shall subject to the modifications hereinafter contained
apply to the Company.
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26.
27.
28.
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The Company is a private Limited Company within the meaning of Section 2(1)
clause (TA) of the Act and accordingly: (a) The number of members for the time
being of the Company (exclusive of persons who are in the employment of the
Company) shall not exceed fifty. (b) Any invitation to the public to subscribe for any
of its share or debenture or debenture stocks of the Company is hereby prohibited.
(c) The right to transfer shares shall be restricted as hereinafter provided.
The business of the Company shall include all or any of the several objects
expressed in the Memorandum of Association of the Company.
The company shall execute all the objectives of the company or any of the
objectives in conjunction with carrying on, operating, running, taking on any other
types of business as to be added, substituted and/or deemed necessary in these
articles for the execution of the objectives of the company from time to time.
The Authorized Share Capital of the Company is TK. 50000000 ( Five Crore ) divided
into 500000 ( Five Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with
powers to increase or reduce the Share Capital for the time being and to divide,
sub-divide and consolidate the shares in the capital of the Company into several
classes or stocks and attach thereto respectively such as preferential, qualified,
deferred of special rights or privileges or conditions as may be determined by the
company in General Meeting and vary, modify or abrogate such rights, privileges or
conditions and also to issue shares of higher or lower denominations.
The shares shall be under the control of the directors, who may allot or otherwise
dispose of the same to such person or persons, on such terms and conditions, and
at such times as they may deem fit from time to time; a prerequisite to do such is
that a member from any party of this joint venture company needs to take written
permission from the other party.
Subject to the provisions in that behalf of the Articles of Association of the
Company, and without prejudice to any special rights previously conferred on the
holders of existing shares in the Company, shares in the Company may be issued
with such preferred or other special rights, or such restrictions, whether in regard to
dividend, voting, return of share capital or otherwise, as the Company may from
time to time by special resolution fix or determine and any preference share meet
with the sanction of a special resolution be issued on terms that it is or at the
option of the Company is liable to be redeemed.
The joint holders of a share shall be severally as well as jointly liable for the
payment of all installments, any call and interest on installment is and called due in
respect of such shares.
The Company shall not be bound to recognize any equitable contingent, future or
partial claim to or interest in such share on the part of any other person save as
hereinafter provided or save as ordered by some court of competent jurisdiction.
PRIVATE COMPANY
BUSINESS
SHARE CAPITAL
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34.
35.
36.
37.
38.
39.
40.
The Company shall have first and paramount lien on every share for all money
(whether presently payable or not) called or payable at a fixed time in respect of
that share, and company shall also have a lien on shares standing or registered in
the name of a person either solely or jointly with other for all money presently
payable by him or his estate to the Company; but the directors may at any time
declare any share to the 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
from time to time.
The Company may sell, in such manner as the directors deem fit, any shares on
which the Company has a lien but no sale shall be made unless such sum in respect
of which the lien exists 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 registered holder for the time being of the shares, or the person entitled by
reason of his death or insolvency to the shares.
The proceeds of the sale 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 payable as existed upon the shares prior to the
sale) be paid to the person entitled up to the holder of the shares, and he shall not
be bound to see to 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.
The director may, with the sanction of the company in General Meeting increase the
share capital such sum, to be divided into shares of such amount, as the resolution
shall prescribe. The company may by special resolution, reduce its shares capital in
any manner and with and subject to any incident authorizer and consent required by
law.
None of the funds of the company shall be employed in the purchase of, or lent on
the security of, shares of the company and the company shall not, except to the
extent permitted by the Act, give any financial assistance for the purpose of, or in
connection with any purchase of shares in the company or as per company act.,
1994 is applicable.
If any member fails to pay any call or installment on or before the day appointed for
the payment of the same, 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 that may have accrued and all
expenses that may have been incurred buy the company by reason of such
nonpayment.
The notice shall name a day (not being less than 21 (Twenty-one) days from the
date of the notice) and a place or places on and at which such call or, installment
and such interests and expenses as aforesaid are to be paid. The notice shall also
state that in the event of non-payment at or before the time and place so
appointed, the shares in respect of which such calls was made will be liable to be
ALTERATION OF CAPITAL
REDUCTION OF SHARE CAPITAL
CALL ON AND FORFEITURE
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41.
42.
43.
44.
45.
forfeited. If the requirements of any such notice as aforesaid are not complied with,
any of the shares in respect of which such notice has been given may, at any time
thereafter but before the payment required by the notice has been made be
forfeited, by a resolution of the directors to the effect.
When any share have been so forfeited notice of the resolution shall be given to the
member in whose name it stood immediately prior to the forfeiture or to the persons
entitled to the share by transmission, as the case may be and an entry of the
forfeiture with the date shall forth with be made in the Register but no forfeiture
shall in any manner be invalidated by and omission or neglect to give such notice or
to make such entry as aforesaid. Any shard so forfeited shall be deemed to be the
property of the company and the director may sell, re-allot or otherwise dispose of
the same in such manner as they think fit.
The directors may at any time before any share so forfeited shall have been sold,
re-allotted or otherwise disposed of, annual the forfeiture thereof upon such
condition as they think fit. Any member whose shares have been forfeited shall be
liable to pay and shall forthwith pay to the Company all calls, installment, premiums
and expenses, owing upon or in respect of such shares at the time of forfeiture,
together with interest thereon for the period commencing from the time of forfeiture
until payment at ten percent per annum. The directors enforce payment thereof,
without any deduction or allowance for the value of the shares at the time of
forfeiture, but shall not under any obligation to do so. The forfeiture of any share
shall involve the extinction of all interest in and also of all claims and demands
against the Company in respect of the share except the dividends in respect of
forfeited shares declared and not actually paid.
A duly verified declaration in writing stating that the declare out is a Directors of
the Company and that certain shares in the Company have been duly forfeited, on a
date stated in the declaration shall be conclusive evidence of the facts stated
therein as against all persons claiming to be entitled to the shares and such
declaration together with the certificate of title to the shares delivered to a
purchaser or allotted thereof shall constitute a good title to such shares and the
person to whom the shares are sold shall be registered as the holder of such shares
and shall not be bound to see the application of the purchase money, nor shall his
title to such shares be affected by irregularity or invalidity in the proceedings in
reference to such forfeiture, sale or disposition
The net proceeds of any such sale shall be applied in or towards satisfaction of the
debts, liabilities, or engagements of such member and residue if any paid to
members, his executors, administrators, or other legal representatives, provide
always that the company shall be entitled to a lien upon such residue in respect of
any debts, liabilities on engagement the due date for the payment or discharge
whereof shall have not arrived like to that which it had upon the shares immediately
before the sales thereof.
Upon any sale after forfeiture or for enforcing a lien in purported exercise of the
powers herein before given, the directors may appoint some persons to execute an
instrument of transfer of the shares sold and cause the purchasers name to be
entered in the register in respect of the shares sold, and the purchaser shall not be
bound to see the regularity of the proceeding nor to the application of the purchase
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46.
47.
48.
49.
50.
51.
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53.
more and after his name has been entered in the register in respect of such shares
his title to such shares shall not be affected by any irregularity or invalidity in the
proceedings in reference to such forfeiter, sale or disposition nor be imprecate by
any persons and remedy of any person aggrieved by the sale shall be in damages
only and against the Company exclusively.
Where any holder of shares under the power in that behalf herein contained are the
directors and the certificate thereof has been delivered to the Company by former
holder of the said shares, the directors may issue a new certificate for such shares
distinguishing in such manner as they may think fit from the certificate not so
delivered
The certificates of title to shares, and duplicates thereof when necessary, shall be
issued of the Company and signed by two directors and countersigned by the
Chairman or Managing Director or the Secretary of the Company as authorized by
the Board in that behalf.
Every member shall be entitled, without payment, to a certificate for shares,
registered in his name or to several certificates at the discretion of the Directors.
Every certificate of shares shall specify the distinctive numbers of the shares in
respect of which it is issued and the amount paid-up thereon.
If any share certificate be worn out, defaced or rendered for any cause whatsoever
then upon production thereof to the Directors, they may order the same to be
cancelled and may issue new certificate(s) in lieu thereof, and if any certificate be
lost or destroyed, then upon proof thereof to the satisfaction of the Directors and
on such indemnity as the Directors deem adequate shall issue a new certificate in
lieu thereof, shall be given to the registered holder of the shares to which such lost
or destroyed certificate is related.
For every certificate issued under the clause of the last preceding Article there a
sum of Tk. 10/= (Taka Ten) shall be paid to the Company or such smaller sum as
the directors may determine from time to time.
The certificate of shares registered in the name of two or more persons shall be
delivered to the person whose name appeared in the register first.
The share of the company shall be transferred in prescribed in the usual common
Form or in any other Form as may be approved by the Directors. The instrument of
transfer of any share of the Company shall be executed both by the transferor and
the transferee and lodged at the registered office of the Company along with the
share certificate. The legal heirs, successors, executors, administrators or assigns
of a deceased member of shares shall be the only person recognized by the
Company having title of shares.
Any person entitled to a share in consequence of death of a member shall upon
SHARE CERTIFICATE
TRANSFER AND TRANSMISSION OF SHARES
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54.
55.
56.
57.
58.
59.
such evidence being produced as may be required by the Board of Directors, have
the right to be registered as a member in respect of such share.
Any share may be transferred by a member to his wife or her husband or to his /her
son(s), daughter(s), father, mother, brother(s), sister(s) and to subsidiary
company. For transferring any share member from any party of this joint venture
company needs to take written permission from the other party.
The Directors may, in their absolute and uncontrolled discretion or without assigning
any reason for such refusal, decline to register any proposed transfer of share or
shares to a person whom they do not approve.
Such fee not exceeding Tk. 10/- only for each transfer as the Directors may from
time to time determine, may be charged for the registration of transfer beside the
government duties, if any.
The Company shall keep a book to be called the ¿Register of Transfer¿ and therein
shall fairly and distinctly enter the particulars of every transfer of transmission of
any share.
The instrument of transfer of any share shall be in writing in the usual common form
or in the following form or as near thereto as circumstances will admit:
Blue Asian Foods Limited I/We, ....................(hereinafter called the transferors) of
(address of the transferors) in consideration of the sum of Tk.............paid to me
by the transferee do hereby transfer to the transferee ..................... share (or
shares) numbered from .............................. to......................... in the
undertaking called Blue Asian Foods Limited to hold up to the transferee his
executors, administrators and assigns, subject to the several conditions on which I
held the same immediately before the execution here of; and I, the transferee do
here by agree to the said share (or shares) subject to the conditions aforesaid. In
witness my/our hands this the.................. day of................... 20.........
WITNESSES: ii. The Directors may from time to time alter or vary the form of such
transfer.
Every instrument of transfer shall be left at the registered office of the Company for
registration accompanied by the Certificate of the shares to be transferred and such
other evidence as the Directors may require to prove title of the transferor or his
right to transfer the shares, the transferee shall subject to the Directors right to
decline to register as hereinafter mentioned be registered as a member in respect of
such shares. The Directors may waive the production of any certificate upon
evidence satisfactory to them of its loss or destruction or otherwise.
Every such instrument of transfer shall be signed by both the transferor and
transferee and the transferor shall be deemed to remain the holder of such share
until the name of the transferee is entered in the Register of Members in respect
thereof.
The Directors may at their discretion decline to register or acknowledge any transfer
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60.
61.
62.
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of Shares other than fully paid up shares upon which the Company has a lien or
whilst any member executing the transfer is either alone or jointly with any other
person or persons indebted to the Company on any account whatsoever or whilst
any money of the shares intended to be transferred or any of them remain unpaid.
Such refusal shall not be affected by the fact that proposed transferee is already a
member. The registration of a transfer shall be conclusive evidence of the approval
by the Directors of the transfer.
No transfer shall be made to an infant, minor, firm, trust or person of unsound mind
but transfer can be made to any Body corporate.
The Company may from time to time increase its share capital by the creation of
new shares of such amount as may be deemed expedient.
The new capital may be divided into preference shares, redeemable preference
shares, ordinary shares, or deferred shares and may be issued upon such terms and
conditions and with such rights and privileges annexed thereto as shall be directed,
in default of such direction, as the directors may determine, and in particular such
shares may be issued with a preferential or qualified right to dividends and in the
distribution of the assets of the Company and with a special or without any right of
voting.
The Company may from time to time by special resolution: (i) Reduce its capital by
paying off capital or canceling capital which has been lost or unrepresented by
available assets or reducing the liability or the shares or otherwise as may deem
expedient. (ii) Pay off any part of its capital upon the footing that it may be called
up again or otherwise.
2 (Two) members, which must include the representative director of Merry Time
Foods Co. Ltd. and Nominee Director of RRC Ventures OPC to attend Annual General
Meeting (AGM) & Extra- Ordinary General Meeting (EGM) and casting their Vote on
behalf of the Company. in person and/or electronic presence shall form the quorum
of any general meeting. No business shall be transacted at any general meeting
unless the quorum of members is present at the time when the meeting proceeds to
transact business.
The Chairman or the Managing Director may at any time call a meeting of the Board
of Directors. The Chairman of the Company shall preside over the general meeting of
the Company, if at any meeting the Chairman is not present within thirty minutes
after the time appointed for holding the meeting or is unwilling to act, as Chairman,
the members present shall choose one of the Members to preside over the meeting.
In case of an equality of votes whether on a show of hands or upon a poll, the
Chairman of the meeting shall have a second or a casting vote.
2 (Two) Directors, which must include the representative director of Merry Time
Foods Co. Ltd. and Nominee Director of RRC Ventures OPC to attend every Board
Meeting on behalf of the Company. present in person and/or electronic presence
shall form the quorum of board meeting, until otherwise determined by the Company.
INCREASE OF SHARE CAPITAL
QUORUM (AGM)
QUORUM (Board Meeting)
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67.
68.
69.
70.
71.
72.
All acts done at a meeting of the Directors shall, notwithstanding that it was
afterwards discovered that there was some defects in the appointment of such
Directors or that they or any one of them were disqualified to be a Director be as
valid and effectual as if every such person had duly been appointed and was duly
qualified to be a Director provided that nothing herein contained shall be deemed to
give validity to any act done by such Director or person acting as aforesaid after it
has been shown that there was some defect in his appointment of that they or any
one of them were disqualified to be Director.
a) Subject to the provision of Section 87(2) of the Companies Act,1994 relating to
special resolution at least 21 (Twenty-one) days¿ notice specifying the place, the
day and hour of the General Meeting shall be given to the members entitled to
receive notice. (b) 03 (Three) members, which must include the representative
director of Merry Time Foods Co. Ltd., present in person and/or electronic presence
shall form a quorum for a General meeting. (c) The first General Meeting shall be
held within eighteen months from the date of incorporation of the Company and
thereafter subsequent General Meetings shall be held once at least in every
calendar year within nine months of the expiry of the financial year of the Company,
but not more than fifteen months from the date of last general meeting.(d) The
Directors, if feel expedient, may call an Extra-Ordinary General Meeting at such time
and place as may be determined by the Directors.
Upon a show of hands every member present in person shall have one vote. On a
poll every member present in person or by proxy or by attorney shall have one vote
in respect of each share held by him.
Every instrument of proxy whether for a specified meeting of otherwise shall, as
nearly as circumstances will admit, be in the form or to the following: Blue Asian
Foods Limited I, ......................of................ member of the Blue Asian Foods
Limited do hereby appoint Mr./Ms. ..................... of.......................................
(or failing him) Mr./Mrs./Mis.......................of ............................as my proxy to
attend and vote for me and on my behalf at the (Ordinary or Extraordinary as the
case may be) General Meeting of the Company to be held on the..............day
of.............................. 20...... and at any adjournment thereof. In witness my
hand this the.................. day of................... 20.........
The Chairman of any meeting shall be the sole judge of the validity of every vote
tendered at such meeting. The Chairman present at the taking of a poll, shall be the
sole judge of the validity of every vote tendered at such poll. (a) With the consent
of all members entitled to receive notice of a meeting or to attend and vote at any
such meeting, a meeting may be convened by shorter notice in any manner as the
members may think fit. (b) Any accidental omission to give notice of any meeting or
non-receipt thereof by any member shall not invalidate the proceedings of that
meeting or any resolution passed at any such meeting.
Nominee Director of RRC Ventures OPC to attend every Board Meeting casting their
Vote on behalf of the Company. In ease 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 shall be entitled to a second or casting vote.
GENERAL MEETING
VOTE OF MEMBERS
DIRECTORS
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73.
74.
75.
76.
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Unless Otherwise determined by the company in general meeting the number of
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. MD. SHARIF HOSSAN, Nominated by RRC Ventures OPC,
2. MD. LUTFAR RAHMAN, Nominated by RRC Ventures OPC
3. ROMANA ROUF CHOWDHURY, Nominee of RRC Ventures OPC
4. IIMORI MASAHIRO, Nominee of Merry Time Foods Co. Ltd.
The Directors shall have the power from time to time or at any time to appoint any
other person(s) as Director(s) but the total number of Directors shall not exceed the
maximum number fixed in these articles.
Unless otherwise determined in the General Meeting, Directors shall not receive any
money for attending the Board meeting.
Subject to any Government policy, if any director when willing, be called upon to
perform any extra services or to make any special exertions for any of the purpose
or purposes of the Company, the Company may remunerate the Director for so doing
either by a fixed sum or by a percentage of profits or otherwise as may be
determined by the Company in the General Meeting or Meetings and such
remuneration may be in addition to the remuneration as provided.
The Directors may from time to time at their discretion pay any reasonable sum
towards subscriptions, donations to any deserving person or charitable and/or
benevolent, sports, social, cultural or religious institutions like hospitals, school,
colleges, mardrashas, orphanages or any other similar institution or institutions.
The Chairman may at any time convene a meeting of the Directors. Generally, three
(03) days¿ notice shall be given for a meeting of the Directors. In case of
emergency, the meetings may be held at a shorter notice.
03 (Three) members, which must include the representative director of Merry Time
Foods Co. Ltd. and Nominee Director of RRC Ventures OPC of the Board present in
person and/or electronic presence shall form a quorum for a meeting of the Board of
Directors.
When any Director desires to convene a meeting of the Directors, he shall give a
prior notice in this respect to the Chairman in writing who shall immediately proceed
to convene the meeting.
The meeting of the Board of Directors shall be presided over by the Chairman. In the
absence of the Chairman, the Board of Directors may elect one of their present
members as Chairman of the Board of Directors who shall preside over the meeting.
QUALIFICATION SHARES
POWER AND DUTIES OF BOARD
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81.
82.
83.
84.
85.
If in any meeting, the Chairman is not present within 30 (Thirty) minutes time as
appointed for the meeting then the Members may elect someone to preside over the
meeting.
The minutes of the meeting are to be recorded and signed by the Chairman of the
Company after its approval in the subsequent any meeting or by the Chairman of
that subsequent meeting as the case may be. When a meeting cannot be held but
the Board has to decide on any urgent matters then the Resolution by Circulation
may be taken and signed by the Directors so available. And in such case(s) the
Resolution by Circulation is to be placed in the next subsequent meeting and after
its transaction and approval therein the meeting then it is to be signed by the
Chairman of the subsequent meeting where it is being transacted.
The Company may from time to time borrow any sum or sums of money for the
purpose of the Company and from any person, banks, firms, companies and
particularly from a Director and may Secure the payment of such money in such
manner and upon such terms and conditions in all respects as they/he/she thinks fit
and in particular by the issue of debenture/bond of the company or by making,
drawing, accepting or endorsing on behalf Of the company promissory notes or bills
of exchange or giving or issuing any Other security of the company or by mortgage
or charge of all or any of the property of the company including its uncalled capital
for the time being and the Company may guarantee the whole or any part of the
loan or debts raised by or on behalf of the company or any interest payable thereon
with power to the Board to indemnity the guarantors from or against any liability
under their guarantee by means of mortgage or hypothecation of or charge upon
any property and assets of the company
movable or otherwise or by mortgage or erecting charge on all or any part of the
property and assets of the Company both present and future including its uncalled
capital for the time being and the Directors may, on behalf of the Company
guarantee the whole or any part of the loans or debts incurred by the Company with
power to them to secure guarantee against liability in respect of such loans and by
means of mortgage or by charge on the Company's property and assets, movable or
otherwise.
If the Company avails any local or foreign currency loan from any loan giving agency
including the Scheduled Banks, BSB, ICB, NBFI and if such loan giving
agency/agencies impose 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 for monitoring the fund placed at the disposal of the Company as loan and
to replace such person from time to time. The Directors so appointed shall not hold
any share nor be liable to retirement by rotation. The Directors so appointed by the
loan giving agency/agencies will be entitled to reimbursement of travelling and daily
allowances at the rates prescribed by the loan giving agency/agencies concerned
from the Company for attending the meetings of the Board of Directors of the
Company.
The Directors may, if they think fit, receive from any member or any other sister
concern willing to lend or advance the same all or any part of the money uncalled or
unpaid upon any shares held by him and upon all or any of the money so advanced
may (until the same have in full)pay interest at such rate (not exceeding eleven
BORROWING POWERS
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86.
87.
88.
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90.
91.
92.
percent per annum without the sanction of the Company in the General Meeting) as
may be agreed upon between the Member paying the sum as advance and the
Board of Directors.
ROMANA ROUF CHOWDHURY, Nominee of RRC Ventures OPC the first Chairman of the
Company. She will hold and occupy this position for a period of 05 (Five) years until
resigns voluntarily or becomes disqualified under the provision of Companies Act
1994. She will preside over all the Board of Directors meetings as well as Annual
General Meeting and Extra-ordinary General Meeting. The Chairman has the right of
a Casting Vote in case of equal votes in any meetings of the company.
IIMORI MASAHIRO, Nominee of Merry Time Foods Co. Ltd. shall be the first Managing
Director of the Company and he shall hold and remain in this office for a period of
05(five) years. He shall be entitled to remain and continue in the office of the
Managing Director unless he voluntarily resigns from the same in writing or he
becomes disqualified to remain as a Managing Director of the Company. if the
Chairman is absent in any board meeting, Annual General Meeting or Extra Ordinary
General Meeting the Managing Director presides over the meeting as Chairman or
decision by the Board of Directors.
Subject to the supervision of the Board of Directors, the Managing Director shall
exercise all such powers and do all such acts and things as may be exercised or
done by the Board and the Board may from time to time entrust and confer upon or
relieve the Managing Director of such of the powers exercisable under these
presents by the Directors as it may think fit and may confer such powers for such
matters, subjects, purposes and upon such terms and conditions and with such
restrictions as it thinks expedient and it may confer such powers either collaterally
or to the exclusion of and substitution for all or any of the powers of the Board in
that behalf.
The business of the Company shall be performed by the Managing Director and he
shall discharge the duties and responsibilities as outlined in the Articles of
Association of the Company hereinafter.
The overall operations and management of the Company shall be vested into the
Managing Director of the Company who shall under the general supervision of the
Board of Directors remain responsible for management of the Company as per
allocation of powers and responsibilities by the Board.
Chairman/ Managing Director / Director nominated pursuant to the above provisions
may be removed and a substitute may be appointed by similar nomination in writing
by the party entitled to make such nomination.
The Board of Directors may from time to time appoint any suitable and acceptable
person(s) as Legal & Corporate Advisor of the Company. The company in general
meeting shall fix the remuneration of the auditors & Legal Advisor except that they
fix the remuneration of any auditor or Advisor appointed by the Board of Directors.
CHAIRMAN
MANAGING DIRECTOR
MANAGEMENT
ADVISOR
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93.
94.
95.
96.
97.
98.
99.
The Board of Directors may from time to time appoint any suitable and acceptable
person(s) as Chief Executive Officer (CEO) and fix the remuneration by the Board of
Directors. Chief Executive Officer (CEO) to performing all business operation &
administrative activities on behalf of the company.
Subject to the control/supervision and direction of the Board of Directors, the
Chairman & Managing Director shall have and may exercise any or all of the following
powers, rights and authorities individually:-To generally manage all concerns and
affairs of the company, to appoint and employ, officers, agents, organizers, experts,
engineers, scientists, workmen, technicians, day laborers servants and other for the
purpose of the company and to remove or dismiss them and appoint others in their
places and to pay and allow the persons to be employed as aforesaid such salaries
commissions wages of other remuneration as may be deemed fit and proper and in
particular to sanction and spend the preliminary expenses of the company with the
approval of the Board of directors.
To borrow or raise any sum or sums of money by loan or otherwise or mortgage or
hypothecation on such securities and on such terms as he may deemed fit and
execute, sign, deliver all necessary documents or do any other act or acts on that
behalf with the approval of the Board of directors. To demand, sue for, give
effectual receipt and discharge all kinds of convenient agreement or conditions to
take proceedings civil criminal or otherwise for recovery or such debts, money rent
dues damage and compensations in respect of such debt.
To purchase or otherwise acquire for the company any property, rights or privileges
such as the company is authorized to acquire at such price and generally on such
terms and conditions as he may think fit. To establish branch offices agencies sub
agencies in any part of Bangladesh or elsewhere on such terms as he thinks fit and
close the same.
To open any Bank Account(s) with schedule Bank(s) and to operate the same and
to borrow money for the purpose of company with the approval of the Board of
directors. Chairman & Managing Director to sign certificate and other documents on
behalf of the company. To purchase, sell, let, exchange or otherwise dispose of
absolutely or conditionally any property for the purpose of the company with the
approval of the Board of directors.
To settle, compound, submit or arbitration and compromise and withdraw all actions
accounts demand whatsoever arising in any legal proceeding or otherwise. To grant
any power of attorney, general or special on behalf of the company to any
Directors, officers, employees, person or persons, of the company or to any
company and give full power and authority to appoint one or more substitutes to do,
execute and perform all or any such matter or think as aforesaid. To invest the
reserve fund of the company or to dispose of the same on behalf of the company as
may be deemed fit and proper by him.
To execute and sign in the name of the company all such deeds and things as are
necessary for the welfare of the company. To give donations or subscriptions to
public or other useful objects. To admit execution of documents before any
CHIEF EXECUTIVE OFFICER (CEO)
POWER OF CHAIRMAN AND MANAGING DIRECTOR
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100.
101.
102.
103.
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105.
106.
Registrar or Sub-registrar and to conduct or defend any case before him.
To sign and verify papers, petitions, written statements, compromise vokalatnamas,
authorizing legal practitioners to act on behalf of the company in all courts, civil,
criminal or revenue and generally to do all other things for and on behalf of the
powers to the Managing Director to such other Director or persons as may think fit
and proper.
Subject to the control/supervision and direction of the Board of Directors, the
Managing Director shall have and may exercise any or all of the powers, rights and
authorities of the company. The Managing Director also shall have and may exercise
such power, rights and authorities of the company delegated to him by the
chairman.
With the Approval of the Board, the Company shall open Bank Account(s) in its
name with any Scheduled/Commercial Bank/Banks which shall be operated by the
signature(s) of the Chairman/Managing Director/Director(s) individually or jointly, as
may be appointed by Board from time to time.
The Directors may at the request of a Director appoint any person to be an
`Alternate Director¿ to represent such Director and such appointment shall have
effect and such appointee while he holds office as an `Alternate Director¿ shall be
entitled to notice meeting of Directors and in the absence of the Director whom he
represents to attend and vote accordingly but he shall not require to hold any
qualification share and he shall ipso facto vacate office if and when the Director
whom he represents vacates office or the Alternate Director is removed from office
at the request of the Director whom he represents and any appointment or removal
under this Article shall be effected by the Directors upon the request in writing to
the Company under the hand of the Director whom the Alternate Director is to
represent or represents.
Every person acting as an Alternate Director shall be an efficient person and he shall
be deemed to be the agent of the Original Director whom he represents.
The Company in general meeting may resolve that any money, investments or other
assets forming part of the undistributed profit of the Company and standing to the
credit of the reserve fund or in the hands of the Company and available for dividend
be capitalized and distributed among such of the shareholders as would be entitled
to receive the same if distributed by way of dividend and in the same proportion on
the footing that they become entitled there to as capital and that all or any part of
such capitalized fund be applied on behalf of the shareholders in a paying up in full
any un-issued shares, debenture or debenture stock of the Company which shall be
distributed accordingly in or towards the payment of the uncalled liability on any
issued share and that such distribution or payment shall be accepted by the
shareholders in full satisfaction of their interests in the said capitalized sum.
The Company in general meeting may declare dividends to be paid to the members
according to their respective rights and interests to the profits after deduction of all
BANK ACCOUNT
ALTERNATE DIRECTOR
CAPITALIZATION OF THE RESERVE
DIVIDEND AND RESERVE
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107.
108.
109.
110.
111.
112.
113.
general expenses and may fix the time for such payment or payments, but no
dividends shall exceed the amount as recommended by the Board of Directors.
The Directors may from time to time pay to the members, such interim dividends as
appear to the Directors to be justified out of the profits of the Company.
No dividends shall be paid otherwise than out of profits of the Company for the year
or any other undistributed profits.
Subject to the right of persons, if any, entitled to shares with special right as to
dividends, all dividends shall be declared and paid according to the amount paid on
the shares, no amount paid on share in advance of calls shall, while carrying
interest, be treated for the purpose of this articles as paid on the share. No
dividend shall be paid on share in respect of which a call is in arrears.
The Directors may, before recommending any dividend, set aside out of the profits
of the Company such sums as they think proper as reserve or reserves which shall,
at the discretion of the Directors, be applicable for meeting contingencies, or for
equalizing dividends, or for any other purpose to which the profits of the Company
may be properly applied, and pending such application may, at the like discretion,
either be employed in the business of the Company or be in such investment (other
than shares of the Company) as the Directors may from time to time think fit and
proper.
No dividend shall bear any interest against the Company.
The books of account shall be kept at the registered office of the Company or at
such other place or places as the Directors shall think fit and proper shall be kept
open for inspection by the members during business hours.
The Directors shall as required by the Section 184 of the Companies Act 1994,
cause to be prepared to and be laid before the Company in general meeting such
profit and loss accounts, (income and expenditure accounts), balance sheets, and
reports as are referred to in these sections.
Once at least in every year the accounts of the Company shall be balanced,
examined, and the correctness of the Profit and Loss Account and Balance Sheet
shall be ascertained by one or more auditors.
The Company at each general meeting shall appoint an auditor or auditors being a
Chartered Account or Accountants to hold the office until the next annual general
meeting and their appointment(s), remunerations, rights and duties shall be
regulated by Section 210 to 213 of the Companies Act. The first auditor(s) of
Company shall be appointed by the Board of Directors and hold till the next general
meeting
ACCOUNTS AND AUDIT
INDEMNITY
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114.
115.
116.
117.
118.
119.
Every Director of the Company or other officers or employees of the Company shall
be indemnified by the Company against all liability incurred by him/her and it shall be
the duty of the Directors, out of the funds of the Company to pay all costs, losses
and expenses including travelling expenses which any such Director or officer or
employee may incur or become liable to by reason of any contract entered into or
act or deed or thing done by him as Director, officer or employee or in any way in
the discharge of his duties.
No Director or other officer of the Company shall be liable for the acts, receipts,
neglects or defaults of any other director or officer for joining in any receipt or other
acts for conformity or for any loss or expense happening to the Company through
the insufficiency or deficiency of title to any property acquired by order of the
Directors for or on behalf of the Company or for insufficiency or deficiency any
security or investment in or upon which any of the money of the Company shall be
invested or for any loss, damage arising from the bankruptcy, insolvency or tortuous
act of any person with whom money, securities or effects shall be deposited or for
any loss occasioned by any error of judgment or oversight on his part or for any
other loss, damage or misfortune whatever which shall happened in the execution of
the duties of his office or in relation thereto unless the same happen through his
dishonesty.
As per decision of the Board of Directors. all kinds of Sales Deed, Purchase Deed,
Transfer Deed, Exchange Deed, Lease Deed, Partnership Deed, Joint Venture Deed
including all other deeds and document on behalf of the company to be signed by
one of the director (who is nominated by the Board of Directors in a company
resolution) and the person or persons nominated by the company or land owner or
client or anybody with whom the deeds or agreement is signed for execution and
use of the company if necessary.
No member shall be entitled to publish, express to others, make it open to public or
require discovery of any information respecting any detail of the Company's trading
or any matter which may be in the nature of a trade secret, confidential to trade or
process secret which may relate to the conduct of the business of the Company, its
operation and in the opinion of the Directors it will be inexpedient in the interest of
the members of the Company to communicate to the public.
Any dispute arising among the directors themselves or between a member and the
Board of Directors as to the true interpretation of these articles or the application
thereof shall be referred to a Board of Arbitrators constituted with a nominee or
nominees from each of the aggrieved parties and the award of the arbitrators as the
case may be shall be binding upon the parties to the arbitration.
Subject to the provisions of these presents, if the Company shall be wound up and
assets available for distribution among the members as such shall be insufficient to
repay whole of the paid up capital such assets shall be distributed so that, as nearly
as may be, the losses shall be borne by the members in proportion to the capital
paid up or which ought to have been paid up, at the commencement of the winding
up, on the share held by them respectively.
SECRECY
ARBITRATION
WINDING UP
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120.
121.
122.
And if in a winding up the assets available for distribution among the members shall
be more than sufficient to repay the whole of the capital paid up at the
commencement of the winding up the excess shall be distributed amongst the
members in proportion to the capital paid up at the commencement of the winding
up, or which ought to have been paid up on the shares held by them respectively.
If the Company shall be wound up, whether voluntarily or otherwise, the
liquidator(s) may, with the sanction of an Extra Ordinary Resolution, divide amongst
the contributors in specific or kind, any part of the assets of the Company, and
may, with like sanction, vest any part of the assets of the Company in trustees
upon such trusts for the benefit of the contributors or any of them, as the
liquidator(s) with the like sanction shall think fit.
Anything not provided for in these articles shall be regulated by the regulations
contained in Table "A" of the Companies Act 1994 or any statutory modification
thereof.
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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.
Name : RRC Ventures OPC, Representative
of ROMANA ROUF CHOWDHURY
Name : Merry Time Foods Co. Ltd.,
Representative of IIMORI MASAHIRO
Father's Name : Abdur Rouf Chowdhury
Mother's Name : Zakia rouf chowdhury
Address : Rangs Bhaban, level-2, 117/A, old
airport road, Tejgaon, Dhaka, PO: 1215, Dhaka
Date of Birth : 30-OCT-68
E-mail : tax1@searesourcesgroup.com
Phone : 01701217151
TIN : 242009958700
NID/Passport No. : 1473213609
Nationality : Bangladeshi
Father's Name : IIMORI Yasumasa
Mother's Name : IIMORI Tsuguko
Address : 10-6, Ginza 2 chome, Chuo-ku,
Tokyo, N/A
Date of Birth : 16-JUN-56
E-mail : merrytime@mtfoods.co.jp
Phone : 819035161839
TIN :
NID/Passport No. : TT2177478
Nationality : Japanese
Share
Holder
Share
Holder
238000
( Two Lac
Thirty
Eight
Thousand
shares)
59500
( Fifty
Nine
Thousand
Five
Hundred
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Md. Razaul Karim Mazumder Name : Md. Abir
Rangs Bhaban, level-2, 117/A, Old
Airport Road, Tejgaon, Dhaka, PO:
1215
Phone :
NID :
+8801701217151
3262625031
Address: Rangs Bhaban, level-2, 117/A, Old
Airport Road, Tejgaon, Dhaka, PO: 1215
01701217123
NID : 8246639903
Phone :