AOA Change 20, 28

THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF HANDA (BANGLADESH) GARMENTS CO., LTD. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF HANDA (BANGLADESH) GARMENTS CO., LTD. PRELIMINARY The Regulations contained in the schedule-1 to the companies Act, 1994 as applicable to private limited company hereinafter referred to shall apply to the company except so far as expressly included herein. INTERPRETATION In this Articles, unless the context otherwise requires, expression defined in the Companies Act, 1994 or any statutory modifications thereof in force at the date at which these Articles become binding in the Company shall have the meaning so defined and words importing the singular shall include the plural and vice versa and the words importing the masculine gender shall include females and the words importing persons shall include bodies corporate. PRIVATE COMPANY The Company is a private limited Company within the meaning of section 2(1) clause (Q) of the Companies Act, 1994 and accordingly (1) no invitation shall be issued to the public to subscribe for any shares, debenture of debenture stock of the Company, (11) the number of the members of the Company (exclusive of the persons in employment of the Company) shall be limited to fifty, provided that for the purpose of this provision where two or more persons hold one or more shares jointly in the Company they shall be treated as a single member and (111) the right to transfer share in the Company shall be restricted in the manner and to the extent hereinafter appearing. BUSINESS The business of the Company shall include all or any of the objects expressed in the Memorandum of Association and may commence immediately upon incorporation of the Company, and notwithstanding that a part of the capital has been subscribed. SHARE CAPITAL The Authorized Share Capital of the Company is TK. 607500000 (Sixty Crore Seventy Five Lac) divided into 6075000 (Sixty Lac Seventy Five Thousand) Ordinary Shares of TK 100 ( One Hundred) each With power to increase or reduce the same Subject to the provisions if any in that behalf of the Memorandum of Association of the Company any share of the Company may be issued with such performance, deferred 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 determine and any preference share may with the sanction of special resolution be issued on the terms that it is or at the option of the Company is liable to be redeemed. The Company may from time to time by a special resolution in General Meetings, increase or reduce the capital of the Company and may allot any special rights or privileges to the whole or part of the capital, present or increased by the creation of new shares. Any capital raised by the increase in shares shall be considered as part of the original capital in all respects as far as may be and shall be subject to the provisions of these articles with reference to transfer and lien unless it be otherwise resolved by the General Meeting sanctioning the increase. Neither of the shareholders shall, expect with the prior written consent of the other, create or permit to subsist any pledge, lien or charge over, or grant any option or other rights or dispose of any interest in, all or any of the shares held by if (otherwise then by a transfer of such shares in accordance with the provisions of this Articles of Association) and any person in whose favor any such pledge, lien, or charge is created or permitted to subsist or such option or rights are granted or such interest in disposed of shall be subject to and bound by the same limitations. SHARE CERTIFICATE Every, Member whose name is entered as a member in the register of members shall without payment be entitled to a certificate of the Company specifying there of shares held by him and the amount paid thereon provided that in respect of a share or shares held jointly or severely by persons the company shall not be bound to issue more than one certificate to one of several holders shall be sufficient delivery to all. If any share certificate is lost, destroyed or defected it may be reissued on payment of such fee not excluding Tk. 5.00 (Taka five) and on such terms and condition as to evidence and indemnity which the directors may think fit. LIEN The Company shall have a first and paramount lien upon all shares (not being fully paid up) registered in the name of every member whether solely or jointly with others for his debts, liabilities and engagements, solely or jointly with other person to or with the Company, whether the time for the payments, fulfillment or discharge thereof shall have actually arrived or not. But the Directors may at any time declare any share to be exempt wholly or partially for the provisions of this Article. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall notwithstanding remain liable to pay to the company all moneys which at the date of forfeiture, were presently payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company received payment in full of the nominal amount of shares. The provisions of regulations as to forfeiture shall apply in the case of non-payment of any such by the terms of issue of a share becomes payable at a fixed time, whether on account of the share or by way of premium, as if the same had been payable by virtue of a call made and notified. TRANSFER AND TRANSMISSION OF SHARES Shares in the Company shall be transferred in and usual or common from which the Directors shall approve. No transfer of any share shall be registered unless the same has been approved by a resolution of the Board of Directors which may in its absolute discretion and without assigning any reason therefore decline to register any transfer of any share whether or not it is a fully paid share. No share in the Company shall be transferred unless and until the rights of pre- emotion by other shareholders shall have been exhausted. Subject to the provision mentioned above, the shares of the Company shall not transfer by a member to any outside so long as the Directors or any other member selected by the Directors are willing to purchase the share at a reasonable price fixed by the Directors. The legal heirs, successors or assignees of a deceased sole holder of any title to the shares held by deceased. In the event of death of a director the inheritors will nominate a director in his/ her place within 90 days of the death of occurrence otherwise the board will select the eldest heir as Director in his/her place. INCREASE OF SHARE CAPITAL The Directors may with the approval of the Company previously given in a general meeting increase or reduce share capital of the Company as per law.The new shares shall be subject to the same provision with respect to payment of calls, lien, transfer, transmission, forfeiture, etc as the shares in the original capital of the Company. BORROWING POWERS The Directors may from time to time at their absolute discretion raise or borrow any sum or sums of money for the purpose of the Company from any person, banks, firms, companies, any loan giving institutions or from any Director and may secure the re-payment of such money in such manner and upon such terms and conditions in all respect as they think fit and in particular by making, drawing, accepting or endorsing on behalf of the Company and promissory notes or bill of exchange or giving or issuing any other security of the Company or by mortgage or charge all or any property of the Company including its uncalled capital for the time being and the Directors or any of them 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. GENERAL MEETING There shall be at least one ordinary general meeting to be called the Annual General Meeting. It shall be called every calendar year as soon as practicable after the annual closing of account of the Company but not later than 15 months from the date of 1st Annual General Meeting of the Company. The first general meeting shall be held within 18 months from the date of incorporation. PROCEEDING AT GENERAL MEETING Subject to the provision Section 87 (2) of the Companies act 1994 relating to the special resolution twenty-one days notice specify the place, the day and the house of the general meeting and in case of special business the general nature of such business shall be given to the members in the manner here after mentioned or in such other manner as may be prescribed by the Companies in general meeting. But accidental omission to give such notice to the non- receipt of notice by any member shall not invalidate the proceeding the general meeting which may with the consent of all the members be called by a shorter notice and in such manner as the member think it. QUORUM (AGM) 2 (Two) Member shall be the necessary Quorum for the annual General Meeting to be held. The Chairman if any of the Board of Directors shall preside at every General Meeting. If there is no such Chairman or if he is not present at any Meeting the members present shall select any of them to be the Chairman. If any general meeting a resolution put to vote of the members shall be decided by a show of hands unless poll demanded. In case of equality of votes whether on a show of hands or on poll the Chairman of the meeting at which the show of hands take place or a poll is demanded shall be entitled to a second or a casting vote. VOTE OF MEMBERS On a show of hands every member present in person shall have one vote and upon a pole every member present in person or by proxy or attorney shall have one vote for every share held by him. DIRECTORS Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2 (Two) and not more than 10 (Ten). 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. HENG ZELI Nominee of HANDA INDUSTRIES LIMITED Han Chun SHEN NA QUALIFICATION SHARES The qualification of a director shall be holding in his/her own name at least 500 (Five Hundred) ordinary share of Tk. 100/= each in the Company and this qualification shall be acquired within two months from his/her election as such. Each director shall be entitled to receive such fees for meeting attended by him as may be determined by Board of Directors and in addition shall be reimbursed for his reasonable traveling and hotel expenses incurred in attending meetings of the Board of Directors or attending meetings of the Company or whilst otherwise employed in the business of the Company. The Company may from time to time appoint one or more Paid Managing Director(s), whether a shareholder of the Company or not, for such term, at such remuneration and upon such terms and conditions as the Board of Directors may think fit. The Paid Managing Director shall not be required to hold any qualification shares in the Company. There shall be a Managing Director of the Company to be appointed by the Board of Directors of the Company but has no share hold. He/She shall hold respective office as per decision of the Board to that effect and the provisions of section 110 of the Companies Act. Subject to provision of section 96 of the Companies Act, 1994 relating to Director's meeting the Chairman, the Managing Director or the Board of Directors may at any time convene a meeting of directors. The management of the business of the Company shall be vested in the Board of Directors who may exercise all such powers and do all such acts and things as the Company is by its Memorandum and Articles of Association or otherwise authorize to exercise and do and are not hereby or by statute directed or required to be exercised or done by the Company in general meeting but subject nevertheless to the provision of the Companies Act, 1994 and of these presents and to any resolutions not beings inconsistent with this presents from time to time made by the Company in general meetings, provided that no such regulations hall invalidate any prior act of the Board which could have been valid in such regulation had not been made. All money belonging to the Company shall be deposited with such bankers as the Board of Directors shall deem expedient and the checks shall be signed determined by the Board of Directors. POWER OF DIRECTORS The business of the Company shall be managed by the Directors who may pay all expenses incurred in getting up registering the Company and may exercise all such power of the Company as are not for bidden by the Companies Act, 1994 or any statutory modification thereof for the time being in force or by their articles required to be exercised or done by the Company in general meeting. Subject nevertheless to any resolution of these articles to the provision of the said act and to such registration or provisions resolution made by the Company in general meeting shall invited any prior act of the Directors which would have been valid if that resolution had been made. PROCEEDING OF DIRECTORS The Directors may meet together for the dispatch of business adjourn otherwise regulate their meetings and proceeding as they think fit. Question arising at any time meeting shall be decided by a majority of votes. In case of equality of votes Chairman of the meeting shall have a second or casting vote.A resolution of circular in writing sign by all the Directors shall be valid and effectual as if it had been passed at the meeting of the directors dully called and constituted. The Chairman shall preside over all the meeting of the Board of Directors if at any meeting the Chairman is not present shall choose one if them to the Chairman of the meeting. QUORUM (Board Meeting) 2 (Two) Directors shall be the necessary Quorum for any Board Meeting to Take place. A resolution of circular in writing sign by all the Directors shall be valid and effectual as if it had been passed at the meeting of the directors dully called and constituted. The Chairman shall preside over all the meeting of the Board of Directors if at any meeting the Chairman is not present shall choose one if them to the Chairman of the meeting. CHAIRMAN HENG ZELI Nominee of HANDA INDUSTRIES LIMITED shall be the Chairman and shall hold the office from the date of incorporation of the Company He/She shall be entitled to remain and continue the said office for a period of 5(Five) years or she shall hold and occupy this position unless voluntary resigns or retire or otherwise cease to become the Director of the Company or otherwise decided by the Board of Directors by simple Majority subject of the provision section 110 of the company act 1994. MANAGING DIRECTOR SHEN NA shall be the Managing Director and shall hold the office from the date of incorporation of the Company. She shall be entitled to remain and continue the said office for a period of 5(Five)year or she shall hold and occupy this position unless voluntary resigns or retire or otherwise cease to become the Director of the Company or otherwise decided by the Board of Directors by simple Majority subject of the provision section 110 of the company act 1994. Subject to control and supervision of the Board of Directors the Managing Director shall manage the business of the Company. He will work as Chief Executive of the Company. For the services to be rendered by the Managing Director, the Remuneration payable to him by the Company shall be determined from time to time by the Board of Directors. POWER OF CHAIRMAN AND MANAGING DIRECTOR Without prejudice to the general power and other powers conferred by these presents it is here by expressly declared that the Chairman and Managing Director shall have the following powers that to say: -To generally manage all concern and affairs of the Company and to appoint employee, work man, day labours, agents, servants and other for the purpose of the Company and to remove or dismiss them, and appoint others in their place and to pay and allow the persons to be employed in aforesaid such salary, commission, engages other remuneration as may be deem fit and proper and in particular to sanctioned and spend the preliminary and other legal expenses of the Company that may be necessary from time to time. To borrow or raise any sums of the Company by loan or otherwise on mortgage or hypothecation on such securities and on such terms as they may deem fit and execute, sign, deliver all necessary documents or do any or other acts that behalf with the prior approval of the Board of Directors.To purchase or acquire for the Company any property rights, privileges such as the Company is authorized to acquire at such price and generally on such terms and conditions as approved by the Board of Directors. To sign cheque, certificates and other documents on behalf of the Company from time to time as will be determined by the Board. To open Bank Account or Accounts in the name of the company with any schedule Bank or Banks. To execute and sign in the name of the Company all such deeds and things as are necessary for the welfare of the Company. With the approval of the Board of Directors to purchase, sell, exchange or otherwise dispose of absolutely or conditionally any property for the purpose of the Company. To enter into all such negotiations and contracts and very all such contracts and execute and to all such acts, deeds and things in the name and on behalf of the Company as he may consider expedient for any relations to any relation to any of the manner aforesaid of other for the purpose of the Company. To settle, compound, submit to arbitration, compromise and withdraw any suit action, claims accounts demand whatsoever whether arising from any legal proceeding or not. To delegate all or any of the power here by conferred upon him Director, Manager; Secretary of the other think fit with the approval of the Board of Directors. DISQUALIFICATION OF DIRECTORS The office of a Director shall be vacant if a Director: -a)Fails to obtain the qualification share within the time specified under section 97(1) of the companies Act, 1994 or at any time are thereafter or ceases to hold or; b) Is found to be unsound mind by a Court of competent jurisdiction: or; c) Is adjudged as on insolvent: or; d) Is punished with imprisonment for a term excluding six months for any offence of moral turpitude or; e) Voluntarily resigns from the said office or; f) Absents himself/herself from attending three consecutive meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Directors; or; g) Is removed from the Board of Directors by an extraordinary resolution of the Company. BANK ACCOUNT The Company shall open Bank Account with any schedule Bank/Banks and shall be operate the same under Single signatures of the Chairman or Managing Director Or any one Director & Company Nominated Person of the company or as per decision by the Board from time to time. NOTICE When a notice is sent by post; service of the notice shall be deemed to effect properly addressing, preparing and posting the letter containing the notice, unless company is proved to have been effected at the time at which the letter containing the notice be delivered in the ordinary course of post. A notice given by the Company shall be given either personally or by sending the same by post to a member / Directors registered address, as the same appears in the register of members or by advertisement in any local newspaper. DIVIDEND AND RESERVE The Company in a General Meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. No dividend shall be payable except out of the profits of the Company of the year or any other undistributed profits. And no dividend shall carry interest against the Company. The Directors may from time to time pay to the member such interim dividends as appear to Directors to justify by the profits of the Company. The Directors shall have absolute discretion as to the employment of the reserve created out of the net profits of the Company and in declaring fully paid bonus shares out of the profits. ACCOUNTS AND AUDIT The Directors shall cause true accounts to be kept: Of the assets and liabilities of the Company and of all sums of money received and expended by the Company and matters in respect of such receipt and expenditure as take place. The books of accounts shall be kept at the registered office or at such other place as the Directors may think fit and shall always be kept open to the inspection of the Directors and of all sales and purchases of the goods by the Company. Once at least every year the account of the Company shall be examined and the correctness of the profit and loss account and balance sheet ascertained by one or more Auditors appointed for the purpose and the provisions of Section 210 to 213 of the Companies Act, 1994 shall be observed. A recognized international firm of Chartered accountants may be appointed as the auditors of the Company. INDEMNITY The Directors and other officers and servants of the Company shall be indemnified by the Company for all expenditures and losses incurred by them in the discharge of their respective official duty except their willful acts or neglects or default and it shall be the duty if the Company to pay in cash all such expenditures and losses incurred by them in the discharge of their respective official duties, the amount for which and in indemnity has been provided shall have priority over all others claims against the Company. ANNUAL RETURNS The Company shall comply with the provision of Section 36 of the Companies Act, 1994 as the making of annual returns. CAPITALIZATION OF THE RESERVE 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 paying up in full any un-issued shares, debenture or debenture stock of the Company which shall be distributed accordingly or 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. ARBITRATION If and whenever any difference shall raise between the Company and any of the members of their representative touching the construction of any of the Article herein contained or any Act, matter or thing mad, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reason of these presents or of the statutes or any of them, such difference shall be forthwith referred to two Arbitrators, one to be appointed by each party and difference to an Umpire to be chosen by the Arbitrators before entering on the consideration in accordance with the provisions of the Arbitration Act. WINDING UP If the Company shall be wound up the surplus assets (Subject to any rights attached to any special class or shares forming part of the capital for the time being of the Company) be applied first in the re-payment of the capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members holding ordinary shares in proportion to the number of ordinary shares held by them respectively at the commencement of the winding up.