Memorandum (Op Seed Sign )20171020

THE COMPANIES ACT, XVIII OF 1994 A PRIVATE COMPANY LIMITED BY SHARES Memorandum And Articles of Association of OP- SEED CO. (BD) LTD THE COMPANIES ACT. 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF OP- SEED CO. (BD) LTD. The name of the company is OP- SEED CO. (BD) LTD. The Registered office of the company shall be situated in Bangladesh The aims and objects for which the company is established are as follows: To Set up a plant to Manufacture Electronics Led Back Light, Multi Led Lamp, Led Pilot Lamp, Led Selection Button and its Components. To carry on the business of exporting or otherwise dealing in Electronics Led Back Light, Multi Led Lamp, Led Pilot Lamp, Led Selection Button, bulbs, Tube Lights, Bulb shells, Tube shells and any kind of lights and to Manufacture all products and by- products thereof including Bulb shells, tube shells, Glassware’s, Glass Fixtures & Fittings, Tube making, paper, Glass or Tin printing etc. To own, acquire, purchase, lease, build, erect, install, establish, operate and maintain mills, factories, plants, warehouse, machinery, equipment laboratories, apparatus and other facilities for the purpose of manufacturing Bulbs, Tube Lights or any other lights by processing, treating , curing, pressing, cutting and packing. To manufacture, import, export, deal in wholesale or retail every kind of electric lamps including gasfield lamps, vacum lamps carbon lamps, and arc lamps, electric discharge tubes, and other articles instruments and things required for or capable of being used for or in connection with the generation, transformation, propagation, radiation, distribution, supply accommodation and employment or application of electricity. To acquire by purchase, lease, exchange, auction or otherwise any land, buildings and here determents of any tenure or description agricultural, commercial or otherwise, and any estate or interest therein or rights connected there with or rights of any kind of to any property, real or personal which may appear, to be necessary or convenient for any business of the company and to develop improve turn to account, deal with lease, mortgage sell or otherwise dispose of the same in such manner as may seem expedient. To carry on the business of bulbs, tube light, Drycell, Carbon rod, Zinc can manufacturing pressing, packing, printing and all other manufacturing curing or preparing processes and otherwise generally dealing in and transacting all mercantile business in Bulbs, tube light, Drycell carbon rod circ Zinc can and any other material chemicals and all products and by products thereof including. To carry on the business of manufactures of and dealers in chemical products of any nature and kind whatsoever and as wholesale and retail chemists and druggists analytical chemists, drysalters, oil and colour men, importers, exporters and manufacturers of and dealers in heavy chemicals, alkalis, acids, drugs, tanning, essences, pharmaceutical, photographical, medicinal, chemical, industrial and other preparations and articles of any nature and kind whatsoever, mineral and others water, cements, oils, prints, pigments and varnishes, compounds dyes, dyestuffs, organic or maneral intermediates, paints and colour grinders, makers, of and dealers in proprietary articles of all kinds and of electrical, chemical photographical surgival and scientific apparatus materials. To carry on the business of mining & milling all kinds of grains by taking on lease or exchange, hiring, purchasing, erecting, getting allotted or otherwise acquiring rice mills, husking mills, flour mills, grinding mills and for that purpose buying ready and forward paddy, wheat, mazie, barley and other grains, advancing money on crop of grains, making and preparing for market grains and by products of grains in any form. To carry on in all its branches the business of producing, manufacturing, processing, extracting, preserving, canning, bottling, storing, importing, exporting, selling and otherwise generally preparing and dealing in fruit, vegetables and all other crops, fish meat and all food products and by products and like commodities and business of fisheries manufacture of ice and cold storage. To carry on the business of manufacturing, procuring, importing, exporting, deasling dealing buying, selling and distributing jute, paper, cardboard, hardboard, and products these from including packages and containers made thereof and all accessories appertaining to and in connection therewith. To carry on the business of general manufacturers and to manufacture, and to manufacture, by sell and deal in machinery, apparatus materials, products and articles of all kinds. To carry on in all its branches the business of mill furnishers and to buy sell, exchange, import, export deal in manufacture, convert, render marketable, and supply all plant, machinery apparatus, metals, materials, implements, tools, hardware, stores, parts, accessories, appliances and all articles required for use in mills factories, farms, maines, repair shops and business concerns of all kinds. To carry on business as timber merchants, saw mill proprietors, and timber growers and to buy, sell grow prepare for market, export import and deal in timber and wood of all kinds, to buy, sell, clear, plants and work timber estates and to manufacture sell, buy and deal in articles of all kinds in the manufacture of which timber or wood is used. To clear, manage farm, cultivate, irrigate, make cultivate and serviceable, and otherwise work or use any land over which the company has any rights and to dispose of otherwise deal with any from or other products of any such lands, and to lay out sits for and establish temporary or permanent camps villages and towns on any such lands. To acquire by purchase, lease or otherwise, branches, sheeps farms, and poultry farms and to carry on trades or business of cattle rearers, sheep farmers and poultry farmers, and to export, import procure manufacture, produce, acquire, buy sell, distribute and deal in meat live cattle, sheep poultry eggs, hides and skin, fat, tallow, grease, offal and other animal products. To cultivate jute cotton, hemp, Tea, Coffee, rubber, coconut, timber, tobacco, spices, fruit, vegetables and all other crops and produce of the soil, to carp on and work the business of planter, growers, cultivation, winnowers thereof, to grow, prepare, manufacture, and render marketable and such crops and produce, of the soil, and to buy, sell, export, import, dispose of and deal in any crops and produce, either in its prepared, manufactured or raw state and either by wholesale or retail and to purchase take on lease or otherwise, acquire, hold and work any lands or plantations suitable for any such purposes and an concession, rights powers and privileges relating thereto. To carry on the business in all its branches of general merchants, shipping, forwarding, dispatch and financial agents and all kinds of agency business and all or any of the business of dealers in importers, and exporters, buyers, sellers and manufacturers of goods, produce and merchandise of every description manufactured or un manufactured. To carry on any other business whether, manufacturing or otherwise which may seem to the company capable of being conveniently carried on in connection with any of the objects or calculated, directly or indirectly, to enhance the value of or render profitable any of the company’s property or rights. To manage, improve, develop, sell, exchange, lease, mortgage, pledge, hypothecate, assign transfer, deliver, dispose of trun to account or otherwise deal with all or any part of the property and assets, real and personal corporeal or incorporeal, tangible or intangible any rights title and interest of the company therein, including rights, licences, privileges concession and franchise as may seem expedient and to present for registration, register or cause to be registered and deeds and documents. To obtained any legislative judicial administrative, or other Acts or authorizations of any Government or authority competent in that behalf for enabling the company to carry any of its objects in to effect and for effecting any modification of the company’s constitution, or for any other purpose which may seem expedient, to take all necessary or proper steps with the authorities, supreme, national local municipal or otherwise, of any place in which the company may have interests and to carry on any negotiation, or operations for the purpose of directly or indirectly, to carrying out the objects of the company or furthering the interests of its members and to oppose any proceedings, applications actions or steps taken by any government authority or body or any company, association, firm or person, which may seem calculated directly or indirectly, to prejudice the interest of the company. To enter into any arrangements and contracts with any Governments or authorities supreme, municipal local or otherwise, that may seem conducive to the authority any rights, privileges, options concessions and liceences which the company may think desirable to obtain, and to carry out exercise, or comply with any such company to be registered of recognized in any part of the world. To purchase or otherwise acquire and or undertake, wholly or part for cash, shares, stock, debentures stock or other securities or otherwise whatsoever all or any part of the business or property and liabilities of any person, firm or company carrying on any business which this company is authorized to carry on or possessed of property suitable for the purposes of this company. To establish or promote or concure in establishing or promoting any company, association of firm whose objects shall include the acquisition of all or any of the assets or liabilities of this company or the promotion of which shall be considered likely to advance directly, or indirectly, the objects of the company or the interests of its members. To enter into partnership or any arrangement for sharing profits, union of interests, co-operation, Joint venture, reciprocal concessions or otherwise, with any company, association, firm or person carrying on or engaged in or about to carry on or engage, in any business or transaction which this company is authorized to carry on or engage, in or any business or transaction capable of being conducted so as directly or indirectly to benefit, the company and to advance money to guarantee the contracts of, or otherwise assist any such company association firm or person, and to purchase, take, or otherwise acquire, shares and securities of any such company or association, firm or person, and to sell hold, reassure, with or without guarantee, or otherwise deal with the same. To amalgamate, consolidate, or merge with a view to effecting a union of interest, either in whole or in part, with or into any other companies, associations firms or persons carrying on any trade or business of a similar nature to that which this company is authorized to carry on. To undertake, assist and participate in commercial and industrial operations and undertaking is any part of the world, and both singly and in connection with other persons firms associations, and companies and corporations. To advance money to any company, association firm or person and guarantee or undertake the performance of the obligations of any company, association firm or person and the payment of dividends and interest on and the repayment or payment of, capital paid up on or other moneys payable in respect of any company association, firm or person in any case in which such loan undertaking or guarantee may be considered likely, directly or indirectly, to further the objects of this company. To subscribed for, underwrite, purchase, or otherwise acquire, and to hold, dispose of and deal in shares stocks debentures, debenture- Stock and other obligations of any other company association, trust or body or issued or guaranteed by any Government, Municipality or other Private body or authority secured or unsecured. To borrow raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise charged upon all or any of the company’s property, both present and future, including its uncalled capital, and to mortgage pledge and hypothecate part of its assets, rights or other interest as security therefor, and to purchase, redeem, pay for or discharge, such securities. To advance give credit, or deposit money securities and property to or with any company, association firm or person, and on such terms as may seem expedient. To receive from any person or persons or from any firm, association, partnership or corporate body, whether a member, or members director or directors, employee or employees of the company or otherwise money or securities on deposit at interest or for safe custody or otherwise and generally to act as agents. To accept stock, shares, debentures, mortgage debentures or other security of any other company in payment or part payment for services rendered or for any sale made to or debt owing from any such company. To issue any shares of the company as full or in part paid up and at par or at a premium. To open an account or accounts with any firm or company or with any Bank or Banker and to pay into and withdraw money from such account or accounts. To enter into agreement with and/ or employ technicians, specialists, export, consultants, workers and other persons having special knowledge of matters relating to the business of the company, as may be necessary or expedient for conducting the business of the company on such terms conditions and stipulations as the company may deem proper. To appoint legal and technical advisors, secretaries and treasures for the company and to pay the necessary expenses and remuneration to the same. To remunerate the Directors, officials, agents, employees and servants of company and other as the company may think proper, and to formulate and carry into effect and plan for sharing the profits of the company with Directors, officials, agents , employees and servants of the company or any of them. To depute any of the representatives, Directors, Management, or other employees of the company to any part of Bangladesh or abroad for any of the purposes which may be expected to benefit the company, directly or indirectly, with such staff a expenses as may be necessary for purposes and to make payment or to give remuneration to such person or persons through whose agency, assistance or mediation or efforts necessary facilities and help are made available to the company towards one object of the company. IV. The liability of Members is Limited. V. The capital of the company is Tk. 200,00,00,000/- (Taka Two Hundred crore) divided into 200,00,000 (Two Hundred lakhs) ordinary shares of Tk. 100/- each of the classification and with the right and privileges attaching thereto as are or may be provided by the Regulations of the company for the time being. The company shall have power to increase or reduce the capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges, or conditions as may be determined by or in accordance with the Regulations of the company and to vary the classifications and to modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Regulations of the company and to consolidate or subdivide the shares and issue shares or lower denomination. We the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names: Names, Addresses and description of subscribers Nationality No. Os shares subscribed Signature of Subscribers Name, Addresses and descriptions of Witness 1. Koha Co. Ltd 4-26-11 Higashi- Oizumi Nerima Ku, Tokyo 178 Japan Represented by its Director Mr. S. Arakawa Address: 2. Mr. A. Ando Address: 3-19-8 Inokashira Mitaka City Tokyo Japan Business Japanese Japanese 19(Nineteen Shares) 1 (One Share) Total 20 (Twenty Shares) Dated, the …………………24th …………………. Day of …….. May ……………1997. Md. Johirul Islam M.Com. LL.B. ITP. C.A (Inter) Manager (Taxation & Company Law) A.Qasem & Co. Chartered Accountants Chittagong. THE COMPANIES ACT. 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICALES OF ASSOCIATION OF OP- SEED CO. (BD) LTD. PRELIMINARY The regulations contained in Schedule- 1 of the companies Act, 1994 with respect to such provisions as are applicable to Private Limited Companies shall apply so far only as they are not negative by or are not contained in the following Articles or any other Articles that may from time to time be framed by the company. INTERPRETATION Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meanings as are in the Act or any statutory modifications thereof in force at the date at which these Articles become binding on the company. Unless there be something repugnant in the subject or context inconsistent therewith. “The Act” means the Companies Act. 1994 “The Company” means OP- SEED CO. (BD) LTD. Board of Directors or Board means the Board of Directors or the Directors for the time being of the company. “Chairman” means the Chairman for the time being of the company. “Managing Director” means the Managing Director appointed as such for the time being of the company. “Director” Means a Director for the time being of the company. “The office “Means the Registered Office for the time being of the company. “Seal” means the common seal of the company. “Register” means the Register of members kept pursuant to Section 34 of the Act. “Writing” and Writing include printing , lithography and other modes of representing or reproducing words in a visible from. “Words” importing the masculine gender only include the feminine gender. “Year” means financial year’ commencing from 1st January to 31st December “Month” means the calendar month. (iii) CONSTITUTION Private Limited Company The company is a Private Limited Company within the meaning of Section 2 (1) (r) of the Companies Act 1994: (iv) SHARES The authorized share capital of the company is Taka 200,00,00,000/- (Taka Two Hundred crore) only divided into 200,00,000 (Two Hundred lakhs) ordinary shares of Taka. 100/- (Taka one hundred) each with rights and privileges and conditions attached thereto as are provided by the Articles of Association of the company for the time being with power to increase or reduce the capital of the company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act, 1994 or provided by the Articles of Association of the company for the time being. ALLOTMENT OF SHARES Subject to the provisions of the Articles hereof, the shares shall be under the control of the Director, who may allot and dispose of or grant options over the same to such persons, on such terms and in such manner as they think fit. Save as herein provided the company shall be entitled to treat the person whose name appears upon the Register in respect of any share as the absolute owner thereof, and shall not be under any obligation or recognize any trust or equity or equitable claim to or partial interest in such share on the part of any other person whether or not it shall have express notice thereof. TO WHICH OF JOINT HOLDERS CERTIFICATE TO BE ISSUED The certificates of shares issued in the name or two or more persons shall unless otherwise directed by them be delivered to the person first named in the Register as a holder thereof, and delivery of the certificate for shares to that person be sufficient delivery to all joint holders of that shares. INCREASE AND REDUCTION OF CAPITAL The company may be ordinary resolution from time to time increase its capital by the creation of new shares of such amount as may be deemed expedient and may be special resolution reduce its capital in any manner as required by law. Where the Board decides to increase the capital of the company by the issue of further shares, such shares shall be offered to the members in proportion to the existing shares held by each member and such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting a time within which the offer, if not accepted, will be deemed to be declined and after the expiry of such time or on receipt of an intimation from the member to whom such notice is given that the declines to take the shares offered. The Board of Directors may dispose of the same in such manner as they think most beneficial to the company. BORROWING POWER The Board may, from time to time at their discretion borrow and secure the payment of any sum of money for the purposes of the company from any source upon such terms and conditions as they think fit. The Board may secure the payment of such money in such manner and upon such terms and conditions as they think fit. CONVENING OF GENERAL MEETING An ordinary general meeting of the company shall be held within 18 months from the date of its incorporation and thereafter once at least in very calendar year at such time and place as the Board may determine, provided, however, that no greater interval than fifteen months shall be allowed to elapse between two ordinary general meeting. Subject to the provisions of section 87 of the Act, relating to special resolution, Twenty One days notice at least of every general meeting specifying the date, place and hour of the meeting and with a statement of business to be transacted at the meeting shall be given to the person entitled as member of shareholder of the company at the latest address or e-mail ID of the member appearing in company’s register or added subsequently. The accidental omission to give any such notice to or the non- receipt of any such notice by any of the member shall not invalidate the proceedings of any meeting. The Chairman of the Board of Directors will preside over all the meetings of the Board of Directors as well as general meeting and extraordinary general meetings. In case of equality of votes, the Chairman will have a second or casting vote. If at any meeting he Chairman of the Board of Directors is not present, the members present shall elect a Chairman of the meeting from amongst the members present. PROCEEDING OF GENERAL MEETING The business of the Ordinary General Meeting shall be to receive and consider the profit and loss account, the balance sheets and the reports of the Directors and Auditors, to declare dividends and to transact any other businesses which under these presents are to be transacted at any ordinary General Meeting. All other businesses transacted at an Extraordinary General Meeting shall be deemed special. No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two members personally present shall form a quorum. BOARD OF DIRECTORS Unless otherwise determined by the company in general meeting the number of Directors shall not be less than two and not more than ten, the qualification of a Director shall be holding of one share in the company in his/ her own name alone. The business of the company shall be managed by the Board of directors and they may exercise all such acts as may be exercised and done by the company and are not by the Act or by these articles required to be exercises or done by the company in general meeting subject never the less to any regulations in these articles or to the provisions of the Act 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 made by the company in general meeting shall invalidate any prior Act of the Directors which would have been valid if such regulations had not been made. The following persons shall be the Directors of the company and they shall remain in the offices until otherwise determined by the company in general meeting. Mr. Masahiro Asada Nominee Director of Koha Co. Ltd Mr. Masahiro Asada Mr. Atsushi Shimbo Mr. Etsuo Tanabe The Directors shall appoint one of their body as the Chairman of the company. Mr. Masahiro Asada shall be the Chairman of the company, unless otherwise decided by the Board of Directors of the company. 21. The Directors shall also appoint one of their body as Managing Director of the company and Mr. Atsushi Shimbo Shall be the Managing Director of the company as per companies Act, 1994 unless otherwise decided by the Board of Directors of the company. MANAGEMENT Subject to overall supervision and control of the Board of Directors of the company, the business and affairs of the company shall be managed by the Managing Director who will exercise all his powers hereunder, together with such powers which may from time to time be delegated to him by the Board of Directors. What out prejudice to the general powers conferred by these presents, it is hereby expressly declared that the Managing Director of he company shall have the following powers which may from time to time be delegated to him by the Board of Directors. To pay the costs, charges, expenses, preliminary and incidental, to the promotion, formation, establishment and registration of the company. To make, draw, indorse, sign, negotiate, receive and give all cheques, bills, drafts, orders, instruments, shares and securities, for and on behalf of the company subject to the approval of the Board. To give all effectual receipts and other discharges for money payable to the company and for the claims and demands of the company. To sign, seal and execute all such deeds, instruments, licenses, registrations, contracts and documents as required in the business of the company and on behalf of the company subject to the approval of the Board. MEETING OF HE BOARD OF DIRECTORS The Board of Directors may meet as often as necessary for transaction of he business of the company and adjourn and otherwise regulate their meeting as they think fit and may determine the quorum necessary for the transaction of business. Until otherwise so fixed, the quorum shall be 2 (two) Directors. If means Board of Directors meeting of the company The Chairman at his discretion or on the requisition of any Director may at any time call a meting of Board of Directors of the company. The length of notice period of meeting of the Board of Directors shall be determined by the Board. In case of emergency, Chairman or in his absence, Managing Director may call a meeting on a short notice as may be deemed fit. Questions arising at any meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman shall have a second or casting vote. A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. The Directors shall cause minutes to be kept in books provided for the purpose of all resolutions and proceedings of general meeting and of meetings of he Directors and of committee of the Directors. Any such minutes if purporting to be signed by the Chairman of the meeting to which the elate or by the Chairman of the next succeeding meeting shall be evidence of such resolutions and proceedings. POWER AND DUTIES OF DIRECTORS Subject to the supervision of the Board of Directors. The business of the company shall be managed by the Managing Director who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the company as he thinks fit, and may exercise all required to be exercised or done by the company in general meeting, subject nevertheless to any regulation in these Articles to the provisions of the statute and to such regulations of provisions as may be prescribed by the company in general meeting shall invalidate any prior act of the Managing Director which would have been valid if such regulations had not been made. Without prejudice to the general powers conferred by the last preceding Article and to any other powers or authorities conferred by these presents, it is hereby expressly declared that Directors shall have the following powers. To pay all costs, charges and expenses, preliminary and incidental to the promotion, formation, establishment and registration of the company To purchase, take on lease or otherwise acquire for the company any property, rights and privileges which the company is authorized to acquire, at such price and generally on such terms and conditions as he thinks fit, and subject to the provisions of Section 107 (KA) of the Act to sell, let, exchange, or otherwise dispose of absolutely or conditionally any part of the property rights, privileges and undertaking of the company upon such terms and conditions and for such considerations as they may think fit. As per resolution of the Board of Directors, Bank account or accounts will be opened with any bank or banks and to make, draw, endorse, sign, accept, negotiate and give all cheques, bills of exchange, bills of lading, Bank drafts, vouchers, Certificates, deeds, bonds, agreements orders of the Government of Bangladesh and other promissory notes and other negotiable or transferable instruments required in the business of the company. Bank account will be operated as per decision be taken through Board of Directors of the company time to time. To secure the fulfillment of any contracts, agreements, or engagements entered into by the company by mortgage or charge of all or any of the property of the company for the time being or in such other manner as they thinks fit. To appoint at his discretion, remove or suspend such agents, managers, secretaries, officers, clerks and servants for permanent, temporary or special service as he may from time to time think fit and to determine their powers and duties and fix their salaries or employments and to require security in such instance and to such amount as they thinks fit. To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the company any property belonging to the company or in which it is interested for any other purpose, and execute and do, all such deeds, document and things as may be requisite in elation to any such trust and to provide for the remuneration of such trustee or trustees. To refer any claims or demands by or against the company to arbitration and observed and perform the awards. To make and give receipts, release and other discharges for money payable to the company and for the claims and demands of the company. To act on behalf of the company in all matters in relation to bankrupts and insolvents. To determine who shall be entitled to sign on behalf of the company bills, notes receipts, acceptances, endorsements, cheques, releases contracts and documents. From time to time provide for the management of the affairs of the company either in different parts of Bangladesh or elsewhere in such manner as he thinks fit, and in particular to establish branch office, and to appoint any person to be Attorney or Agents of the company with such powers (including powers to sub delegate) and upon such terms as may be thought fit. Subject to the provisions of the Act, to invest any of the monies of the company not immediately required for the purposes thereof upon such securities and in such manner as he thinks fit and from time to time vary and realize such investment. To give to any person employed by the company a commission on the profits of any particular business or transaction or a share of profits which shall be treated as part of the working expenses of the company. From time to time to make, vary and repeal by-laws for the regulation of the business of the company, its officers and servants. To enter into all such negotiations and contracts and rescind vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the company as he may consider expedient for any relation to any of the matters aforesaid or otherwise for the purposes of the company. To establish, maintain, support and subscribe to any charitable or Private objects, and institution, society or club which may be for the benefit of the company or its employees, or may be connected with any town or place where the company carries on business, to give pensions or charitable aid to any person or persons who have served the company or to wives, children or dependents of such persons as may appear to the Directors just or proper, whether any such person, his widow, children or dependents have any legal claim upon the company. Subject to the provisions of the Act to set apart such portions out of the profits of the company to form a fund to provide for such pensions, gratitude or compensation, or to create any provident or benefit fund in such or any other manner as he Directors deem fit. To make and alter rules and regulation concerning the time and manner of payment of contributions of employees and the company respectively to any such fund and the accrual, employment, suspensions, and forfeiture of the benefits of he said fund and the application and disposal thereof and otherwise in relation to the working and management of the said fund as the Directors may from time to time think fit. To delegate all or any of the powers hereby conferred upon him to any Director, Manager, Secretary or other officers of the company as they may from time to time think fit. The Board of Directors may appoint representative Directors with special terms and conditions for the efficient running of the company. DISQUALIFICATION OF DIRECTORS The office of a director shall be vacant if- (a) he fails to obtain within the time specified in section 97. (1) Or at any time thereafter ceases to hold, the share qualification, if any, necessary for his appointment, or he is found to be unsound mind by competent count; or he is adjudged an insolvent; or he fails to pay calls made on him in respect of shares held by him within six months from the date of such calls being made , or he or any firm of which he is a partner or any Private company of which he is a director without the sanction of the company in general meeting accepts or holds any office of profit under the company other than that of a managing Director or manager or a legal or technical adviser or a banker, or he absents himself from three consecutive meetings of the directors or firm all meetings of the directors for a continuous period of three months whichever is the longer without leave of absent from the Board of Directors, or he or any firm of which he is a partner or may Private company of which he is a director accepts a loan or guarantee from the company in contravention of section 150, or he acts in contravention of section 152. A company may provide by its articles that the office of director shall be vacated on grounds additional to those specified in sub- section (1) REMUNERATION OF DIRECTORS Until otherwise determined by the company at General Meeting, each Director may receive by way of remuneration a sum not exceeding Tk. 1000/- (taka One Thousand) for attending each meeting, if necessary or if they need. If any Director when wiling be called upon to perform extra service or to make any special exertion for any of the purposes of the company, the company may remunerate the Director for as doing either by a fixed sum or by a percentage of profit or otherwise as may be determined by the Board of Directors and such remuneration shall be in addition to the remuneration provided in Article 31 of the Articles of Association. DIVIDEND AND RESERVE The company in a general meeting may declare dividend but no dividend shall exceed the amount recommended by the Directors and no dividend shall be paid otherwise than out of the profits of the company for the year or any other undistributed profits and the Directors may from time to time pay to the member such interim dividend as they think fit. The Board of Directors shall have absolute power as to the employment of the reserve fund created out of the net profits of the company. THE SEAL The company shall have a common seal which will remain in the custody of authorized person as decreed by the Managing director and will be used only with the authority of the Board of Directors. ACCOUNTS The Board shall cause to be kept proper books of accounts with respect to: (a) All sum of money received and expended by the company and the matters in respect of which the receipt and expenditure took place. (b) All sales and purchases of goods, shares and securities by the company. (c) The assets and liabilities of the company. The books of accounts shall be kept at the registered office of the company or at such other place as the Board shall think fit and shall be opened to inspection by the Directors during usual business hours. AUDIT Once at last every year the accounts of the company shall be examined and the correctness of the profit and loss account and balance sheet as certained by one or more auditors appointed for the purpose and the provisions of Sections 212 to 215 of the Act, 1994 shall be observed. The remuneration of the auditor shall be fixed by the shareholders in the annual general meeting. RETURNS The Board of Directors shall duly comply with the provisions of the act or any statutory modifications thereof for the time being in force. ALTERATION OF ARTICLES For any alternation in the Articles of Association of the Company and for the purpose of any special resolution on that behalf at least 21 day s notice shall have to be given to each member individually by registered posit with acknowledgement due at his latest registered address or by personal delivery against a receipt. No alteration shall be deemed to have been passed unless it has the support of 75% of the total votes. OATH OF SECRECY Every Director, Managing Director, General Manager, Secretary, Auditor, Accounts officer, Agent or other person/ employed in the business of the company shall have to observe strict secrecy respecting all business and transaction of the company with individuals and in all matter relating thereto, shall pledge himself not to reveal any of the matters which may com to his knowledge in course of discharging his such duties except when required to do so by resolution of the company or by a court of law or where the person connected is required to do is in order to comply with provisions of the law or these presents. INDEMNITY The Chairman, the Managing Director, the Director, the Secretary, the Auditors and other officers or employees for the time being in relation to any of the affairs or the company and their heirs, executors and administrations respectively shall be indemnified out of the assets of the company from and against all suits proceedings, costs, charges and losses, damages and expenses for any act done or committed in or about the benefited execution of their duty in their duty in their shall incur or sustain by or through their own willful neglect trustees shall be answerable for the acts, receipts neglect or default of any other officers or trustees for joining in any receipts for the sake of conformity or of the solvency or honesty of any Bankers or other persons with whom any money or effects belonging to the company may be lodged or deposited for the safe custody or any sufficiency or deficiency of any security upon which any money of the company shall be invested or for any other los or damage due to any such case as aforesaid unless the same happens through the willful neglect or default or such officer or trustee. WINDING UP In all respect the winding up shall be governed by the provisions of the companies Act or any statutory modifications thereof for the time being in force. We the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names: Names, Addresses and description of subscribers Nationality No. Os shares subscribed Signature of Subscribers Name, Addresses and descriptions of Witness Total 20 (Twenty Shares) Dated, the …………………24th …………………. Day of …….. May ……………1997. Md. Johirul Islam M.Com. LL.B. ITP. C.A (Inter) Manager (Taxation & Company Law) A.Qasem & Co. Chartered Accountants Chittagong.