THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A LIMITED BY SHARES PRIVATE COMPANY
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
Gray Stone Pvt Ltd
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
MEMORANDUM OF ASSOCIATION
OF
Gray Stone Pvt Ltd
I. The name of the company is Gray Stone Pvt Ltd
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 business of land development, housing development, real estate
development, building development, apartment development, flats development,
supermarkets development, shopping complex development, housing apartment
project and housing facilities by purchasing land or disposing sale and by way of
joint venture with the land owner in the private and government sector.To
mortgage the property and assets of the Company as security for loans and to
distribute all or any of the profit or property of the company amongst the members
of the company in specie or kind but no amounting to a reduction of capital be
made without the sanction of the court.
To conduct all sort of constructions and development works comprising the
technical and structural event & any other work in like manner and the
maintenance after that as the Qualified Developer and the 1st Class Contractor at
the national and International level. To conduct constraction works, structural
developments, maintenance of structures and all sort of workings issued or
tendered by any government department, semi governmental, autonomous
bodies,local government and authorities & any private offices construction or any
such practice issused by any joint stock company (domestic, multinational &
foreign) may be either on contract or forming Joint Venture with any local or
international corporation, companyfirm or competent 1st class contractor to ensure
the supply of goods, development meterial and technical equipment,civil
engineering and all kind of engineering support.
To constracting roads, bridges, Flyover, highways, buildings of one storied,
multistoried, flats and apartment houses for residential and commercial purposes for
setting up shopping complex, super markets, residential hotels motels, restaurants,
hospitals, clinic, offices, supply of office equipment and so forth on contract or on
its own acquired land or on others land acquired by purchase or on lease for the
purpose to sell or lease or rent these severally or jointly to any person or persons
or organizations in all over Bangladesh and elsewhere in the world.
To consultant of plan, design, construct, decorator, interior, install and maintain a
centrally placed modern, ideal hospital having all the latest medical facilities and
equipments with the aim to make the institution reasonably capable of managing all
kinds of medical problems inside the country and to set up various peripheral health
service centers at different places of the country with the aim to extend the
service facilities to the doorstep of the people.To carry on the business of
indenters, importers, exporters, stockiest and general order suppliers and to act as
traders, importers of any commodity, commission agents, clearing and forwarding
agents, buying and selling agents, indenting agents, stevedores, foreign brokers
and merchandise of every kind and description whether manufactured, finished or
partly finished or crude state as the company may think fit and do any other
business which shall may think profitable.
To borrow, raise, money in such manner as the company shall think fit and in
particular by the issue of debenture, stock, perpetual otherwise, charged upon all
A LIMITED BY SHARE
or any of the companies property, (both present or future) including its uncalled
capital and to mortgage pledge and hypothecate any part of its assets, rights or
other interests as security therefor and to apply the same or any part thereof for
all or any of the purposes of the company.
To carry on the business of general Exporter, Importer, Indenter, Marketing Agent,
Commission Agents, Manufactures, Representative, Selling Agent, Buying agent,
Merchant, Dealers, Wholesaler, Retailers, Stockiest, General traders or otherwise all
kinds of utilities, machineries, spare parts including Air Crafts and other kinds of
articles and commodities. To carry on the business of construction, manufacture,
import, export, erection, fabrication of aluminum doors & windows, all interior
decorative works, Paints, Plastic, timber, Glass & furniture works, sound control
works and acoustics, works with Gypsum board, Mineral board, Plywood, Painting,
varnishing & related works requiring interior & exterior design.
To carry on the business of all kind of Constructors Builders, Erects, Mechanical,
Electrical, Chemical and Metallurgical, Electronic, Telecommunication, Networking
and services, Bio-medical, Computer Engineers and consultants under taking to
execute, contracts, to design, plan, build, fabricate, maintain, develop, improve
work, control and manage any buildings, road, bridges, railways, tramways,
waterways, dockyards, Sea ports, Air ports, gas works, reservoirs electric power
station, power sub-station, power transmission & heating, ventilation, Air
conditioning (HVAC) and light supply works, telecommunication works, stores and
other like works and to contribute or otherwise assist or take part in the
construction, maintenance development, working and management thereof
Moreover generally to do and perform all such other acts and things as may be
incidental or conducive to the attainment of the above objects.
To attain the business objectives company may enter into Partnership, Jointventure, take over or Amalgamate with any other company and also to take Loans
from Bank/other Financial Institutions in such a manner as may company thinks fit.
To mortgage the property and assets of the company as securities for loans and/or
any credit facilities to be given to any associate company or companies or third
party and also to give guarantee securing liabilities of such associate company or
companies and/or third party.
The liability of the members of the company is limited by shares
The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore ) divided
into 1000000 ( Ten 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.
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.
1 Name : Mehede Nurtaz
Father’s Name : Nurul Haque
Mother’s Name : Anowara Begum
Address : Flat-A/3, House-210, Road-8, BlockC, Bashundhara R/A, Dhaka
Date of Birth : 24-JUN-87
E-mail : nurtaz@icloud.com
Phone : 01713117661
TIN : 492668535270
NID/Passport No. : 5952116308
Nationality : Bangladeshi
2 Name : Mehadi Alamin
Father’s Name : Ainul Shekh
Mother’s Name : Mrs Ashma
Address : Flat:A/3, House-210, Road-8, BlockC, Bashundhara R/A, Dhaka
Date of Birth : 01-JUL-85
E-mail : mahadialamin@gmail.com
Phone : 01755659640
TIN : 430837883237
NID/Passport No. : 2693004786275
Nationality : Bangladeshi
3Name : Rohul Amen Khan
Father’s Name : Alauddin Khan
Mother’s Name : Rahima Begum
Address : House-07, Lane-09, Purbachal Road,
Gulshan, Badda, Dhaka
Date of Birth : 14-OCT-82
E-mail : rohulamenkhan@gmail.com
Phone : 01715070296
TIN : 451442604336
NID/Passport No. : 8227602104858
Nationality : Bangladeshi
PRELIMINARY
The Regulations Contained in the Schedule-1 to the Companies Act, 1994 shall apply
to this company concerning such provisions as apply to Private Limited Company. So
far only as are not negatived or modified 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
In construing of these Articles unless there shall be something repugnant in the
subject to context inconsistent in addition to that:-
Act means the Companies Act, 1994 [Act No. XVIII of 1994].
Company means the Gray Stone Pvt Ltd.
Office means the Registered Office of the company for the time being.
Year means the English calendar year as followed by the company.
Month means the calendar month according to the English calendar year.
Directors mean the members of Board of Directors of the company for the time
being.
Board or ¿Board of Directors¿ means the Board of Directors of the company for the
time being.
In writing means writing or printed, partly written and partly printed and includes
lithography, type printed and other means representing a word in a visible form.
A word importing the singular number only includes the plural number and vice verse.
Member means the legal owner the share name of which being appeared in the
Member register.
PRIVATE COMPANY
The company is a Private Limited company within the meaning of section 2(1) under
clause (Q) of the Companies Act, 1994 and accordingly the following shall apply:-
No invitation shall be issued to the public to subscribe for any share, debenture of
the company.
The number of members of the company (exclusive of the persons in the
employment of the company) shall be limited to fifty provided that when two or
more persons hold one or more shares in the company jointly, they shall be treated
as a single member, and
The right to the transfer of shares of the company shall be restricted in the manner
and to the extent from now on appearing.
BUSINESS
The Business of the Company shall include all or any of the several objects
expressed in the Memorandum of Association.
SHARE CAPITAL
The Authorized Share Capital of the Company is TK. 100000000 ( Ten Crore )
divided into 1000000 ( Ten Lac ) Ordinary Shares of TK 100 ( One Hundred ) each
with power to increase or reduce the same value of its shares.
Subject to the provisions of the Articles, the share shall be under the control of the
directors who may allot or otherwise dispose of the same.
SHARE CERTIFICATE
The certificate of title to share and duplicate thereof whenever necessary shall be
issued to the members under the common seal of the company and shall be signed
by the Chairman and Managing Director of the company.
LIEN
If any share certificate shall be defaced, worn out destroyed or lost, it may be
reissued on such evidence being produced and such indemnity (if any) being given
as the directors required and (in case defacement or wearing out) on delivering of
the old certificate and on payment of such sum not exceeding BDT 500.00 as the
directors may from time to time think fit.
The company shall have a lien on every share (not being a fully paid share) for all
money called or payable at a fixed time in respect of that share, the company lien,
if any, on a share shall extend to all dividends payable thereof.
TRANSFER AND TRANSMISSION OF SHARES
With the approval of the Board of directors, any share may be transferred at any
time by a member to his or her son, daughter, father, brother, sister and mother or
his wife or her husband.
No transfer of any share shall be made or registered without the previous sanction
of the directors who may without assigning any reason decline to give any such
sanction and shall decline any transfer involving contravention of clause 3 (b) of
these articles. No share shall be transferred to any outsiders as long as any member
is willing to purchase the same at a fair value to be determined by the Directors in a
Board Meeting.
In case any share to be transferred to any outsider in contravention
of clause 3 (b) must be approved by all members in writing.
The certificate of shares shall accompany the Instrument of Transfer of Shares for
transfer of shares previously approved by the Board of Directors.
BORROWING POWERS
The Managing Director may from time to time with the approval of the board of
directors borrow from any commercial or schedule Banks or Industrial Bank or
Leasing Company or financial institution any other source either local or foreign
required for the purpose of the company and secure the payment of such money so
borrowed in such manner and upon such terms and conditions in all respects duly
approved by the board of directors deemed fit in particular by hypothecation or Leas
or charge on all or any part of the property of company (both present and future)
including its uncalled capital for the time being.
GENERAL MEETING
The first general meeting of the company shall be held within eighteen months from
the date of incorporation of the company and thereafter once in every English
calendar year (not being more than fifteen months after holding of the last
preceding general meeting) at such time and place as may be decided by the
Directors of the company the above mentioned general meeting shall be called
ORDINARY GENERAL MEETING and all other general meeting of the company shall be
called EXTRA-ORDINARY GENERAL MEETING.
The Directors may at any time call an extra-ordinary general meeting and extraordinary general meeting may also be called on requisition made by the shareholders
in accordance with the provisions of section 84 of the Companies Act, 1994.
PROCEEDING AT GENERAL MEETING
Subject to the provision of section 87(2) of the Companies Act, relating to special
resolutions at least fourteen days notice specifying the place, the day and the hour
of the general meeting and in case of special business, the general nature of such
business, shall be given to the members in such manner as may be prescribed by the
company in a general meeting but accidental omission to give such notice, to or
non-receipt of such notice by any member shall not invalidate the proceedings of
the general meeting. A general meeting may, with the consent in writing all of the
members be convened by a shorter notice and in any manner they think fit.
QUORUM (AGM)
2 (Two) members personally or by proxy present 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.
VOTE OF MEMBERS
On a show of hands every member present in person shall have one vote, on a poll
votes may be given either personally or by proxy or by constituted attorney, and
every member shall have one vote proxy as a resolution of its directors in
accordance with the provisions of section 85 of the Companies Act is in force. In
case of any equalisation of votes, the Chairman of the meeting will have a casting
vote in addition to the vote or votes to which he entitled to vote as a member.
No member shall be entitled to vote unless all instalments or calls or other sum or
sums presently payable by him, in respect of his holding shares in the company has
been paid.
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.
