This document contains the Memorandum of Association and Articles of Association for DK Global Clothing C. Ltd, a private company limited by shares in Bangladesh.
The key details are:
1) The name of the company is DK Global Clothing C. Ltd.
2) The objectives of the company are to promote and operate textile, clothing and garment industries in Bangladesh and abroad.
3) The liability of members is limited and the authorized share capital is Taka 100 crore divided into 10 lac ordinary shares of Taka 100 each.
This document contains the Memorandum of Association and Articles of Association for DK Global Clothing C. Ltd, a private company limited by shares in Bangladesh.
The key details are:
1) The name of the company is DK Global Clothing C. Ltd.
2) The objectives of the company are to promote and operate textile, clothing and garment industries in Bangladesh and abroad.
3) The liability of members is limited and the authorized share capital is Taka 100 crore divided into 10 lac ordinary shares of Taka 100 each.
This document contains the Memorandum of Association and Articles of Association for DK Global Clothing C. Ltd, a private company limited by shares in Bangladesh.
The key details are:
1) The name of the company is DK Global Clothing C. Ltd.
2) The objectives of the company are to promote and operate textile, clothing and garment industries in Bangladesh and abroad.
3) The liability of members is limited and the authorized share capital is Taka 100 crore divided into 10 lac ordinary shares of Taka 100 each.
This document contains the Memorandum of Association and Articles of Association for DK Global Clothing C. Ltd, a private company limited by shares in Bangladesh.
The key details are:
1) The name of the company is DK Global Clothing C. Ltd.
2) The objectives of the company are to promote and operate textile, clothing and garment industries in Bangladesh and abroad.
3) The liability of members is limited and the authorized share capital is Taka 100 crore divided into 10 lac ordinary shares of Taka 100 each.
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THE COMPANIES ACT, 1994
(ACT. XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF DK Gl!"l Cl#$%&' C. L#(. The Companies Act, XVIII of 1994 (ACT. XVIII OF 1994) A Private Company Limited by Shares emorand!m of Association of DK Gl!"l Cl#$%&' C. L#(. I. The name of the Company is DK Gl!"l Cl#$%&' C. L#(. 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 one of the followings: 1. To promote, establish and construct textile industries, clothing, pinning, !ea"ing, #rocessing, $yeing, #rinting ,%inishing, &nitting and composite textile mills and factory for speciali'ed home furnishing or other apparels and ready(made garments in Bangladesh and elsewhere and to underta)e all other business in connection therewith. "arious types of $& *lobal Clothing Co. +td dresses blouses and froc), uit, bla'ers and trousers of international standard and designs of export oriented and to buying, sell, import, export, supply, trading buying agent or any other readymade garments materials. ,. To carry on the business of designing, manufacturing, mar)eting readymade garments including all )inds of casual were and +adies and *ents garments and re-uisites made of both synthetic and non(synthetic materials produced by merchandi'ed, semi( merchandised weater Industries, ."en industries means for importing and exporting from and to countries of the world. To buy, sell, treat, produce, manufacture and deal in soc)s, nets underwear/s, hand)erchiefs, towels, nap)ins, bad sheets, carpets, rug and other goods. 0. To carry on the business and to buy, sell, export, import, indenting, buying house of manufacturing and dealing in all types of )nitting apparels1garments for gents, ladies and children wear made of cotton, rayon, sil) leather, jute and other fibrous products and the preparation of standard and si'es and -uality, processing, printing, embroidering dying and coloring of any or all of the products mentioned abo"e of manufacture of textile and speciali'ed textile products 2. To own, ac-uire, purchase, lease, build, erect, install, establish, operate and maintain mills, factories plants, machineries e-uipments, laboratories, apparatus, and other facilities for the purpose of manufacturing, spinning, wea"ing, )nitting bleaching, dyeing, bloc) printing, pressing, cutting, pac)ing and balling cotton, cotton yarn, synthetic thread, rayon, nylon, sil) and manufacturing of all products and by products of cotton textiles and of any other fabric. 3. To enter into any arrangement with the go"ernment or authorities municipal, local or other bodies, that may seem conduci"e to the company/s objects or any of them and to obtain from any such go"ernment of or authority any rights, pri"ileges, and concessions, which the Company may thin) it desirable to obtain and to carry out exercise and comply with any such arrangements, rights pri"ileges and concessions in exchange of money or share of the Company. 4. To enter into partnership or into any arrangement for sharing profits, union of interest, co(operation, joint "enture of reciprocal concession, with any person or company carrying on or engaged in any business so as directly or indirectly to benefit this Company, and to ad"ance money to guarantee the contracts of or otherwise assist, any such person or company and to ta)e or otherwise ac-uire shares and securities of any such company, and to sale ,hold, re(issue, with or with or without guarantee, or otherwise deal with the same. 5. To set up joint "enture projects with foreign or local participation and foreign or local collaboration technical 6 "ocational training centre consultancy centre, to grow awareness, learning/s, teaching and practical training for the uns)illed wor)ing people, as a result de"elop s)ill labor, ensure job facilities, create job opportunities home and abroad and it will be helpful for reducing unemployment/s. I7. The liability of the 8embers of the Company is +imited. 7. The 9uthori'ed hare Capital of the Company is T).1,::,::,:::1( ;Ta)a one Crore< di"ided into 1,::,::: ;.ne +ac< .rdinary hares of T).1::1(;Ta)a .ne hundred< each. The Company shall ha"e power to increase of reduce it and to di"ide the shares in its capital for time being into se"eral classes of shares and to attach thereto respecti"ely such preferential deferred or special rights or conditions as may e determined by or in accordance with the 9rticles of 9ssociation of the Company. !e, the se"eral persons, whose names addresses and descriptions are subscribed below are desirous of being formed into a #ri"ate +imited Company in pursuance with this 8emorandum of 9ssociation and we are respecti"ely agreed to ta)e the number of shares in the capital of the Company set opposite to our respecti"e names: l.=o =ame, 9ddresses, $escriptions and =ationality of the ubscribers. =umber of hares of the ubscribers ignature of ubscribers :1 BCN IMPORT S.L. >epresented by ?osep ala Cabanas 1o( +uis 8other: @l"ira C1#au 8iralda 13(15, #ol. Ind. Bufal"ent(:A,2:, 8anresa, pain, Tel.B 02C0A5502A5;ext.;1<,13< @mail: josep15Dgmail.com $ate of Birth: :A(:C(1C4, #assport =o: 99*4C3C1, Business,painies C3:: hares ;=ine thousand fi"e hundred < :,. M"$)*( H++"%& 1.( .baydul Ea-ue 8other: hajeda #ermanent 9dd: 7illage(9)on &anda, #..: 7asanchar, #.: 8ehendigonj, $ist: Barishal(A,5: #resent 9dd: Eouse(0,, >oad(1:, =i)unja(,, &hil)het, $ha)a. 8obile( :15,A(2C1:,1 @mail:mahmud.a)onDgmail.com mahmudDd)globalclothing.com $ate of Birth: :1(:1(1CC, TI= : 45C(1::(425, =ational I$ : :414,,0:::,,A Business, Bangladeshi 3:: hares ;%i"e hundred < Total F 1:,::: hares ;Ten thousand< !itnesses: 8d. Gahurul Islam 9d"ocate Gahural Islam 6 9ssociates 31(3119, #urana #altan ;0 rd %loor<, uite : 2:1 $ha)a(1::: #hone : 5145CCA, ;8< :133,(2A4,A,, :1511,5,5,, 8d. 9bdul Eannan Company +aw 6 Tax Consultant 31(3119, #urana #altan ;0 rd %loor<, uite : 2:1. $ha)a, Bangladesh #hone: 5145CCA, ;8< :1502(35A2C2, :1C,:(121:4: $ate the...................... day of................................. ,:10 THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF DK Gl!"l Cl#$%&' C. L#(. PRELIMINARY 1. The >egulations contained in the chedule( 1 of the Companies 9ct, 1CC2 shall ha"e as is hereby expressly modified or excluded, apply to this Company as are applicable to #ri"ate +imited Company. INTERPRETATION "# In these articles unless there is something repugnant in the subject or context inconsistent therewith: a< HThe CompanyI means DK Gl!"l Cl#$%&' C. L#(. b< HThe .fficeI means the registered office for the time being of the company. c< HThe ChairmanI means the chairman of the board of directors of the company. d< H8anaging $irectorI means the 8anaging $irector of the company. e< HThe >egisterI means the register of members to be )ept in pursuant of section 02 of the 9ct. f< HJearI means the @nglish calendar year as followed by the company. g< H8onthI means the calendar month according to the @nglish calendar year. h< Hpecial >esolutionI and H@xtraordinary >esolutionI ha"e the meanings assigned thereto respecti"ely by section A5 of the 9ct. i< H#roxyI includes attorney duly constituted under a power of attorney. j< HIn !ritingI and H!rittenI includes printing, lithography and other modes of representing or reproducing words in a "isible form. PRIVATE COMPANY 0. The Company is a #ri"ate +imited Company within the meaning of ection , ;1< under Clause ;K< of the Companies 9ct, 1CC2 and accordingly the following shall apply: a<=o in"itation shall be issued to the public to subscribe for any shares and debenture of the Company. b< The number of the members of the Company ;exclusi"e of persons in employment of the Company< shall be limited to fifty pro"ided that for the purpose of this pro"ision where two or more persons hold one or more shares jointly in the Company they shall be treated as single member. ;c< The right to transfer shares in the Company is restricted in the manner and to the extent hereinafter appearing. SHARE CAPITAL 4# The authori'ed share capital of the company is T) 1,,,,,,,,,, (O&- .//-) only di"ided into 1,,,,,,, (O&- L".) ordinary shares of T). 1,,.,, ;T). one hundred< each with power to increase or reduce the capital and to di"ide the share capital into different classes and to attach thereto any special right or pri"ilege or condition as regard di"idends, repayment of capital, "oting or otherwise or to consolidate or sub(di"ide the shares.
SHARE CERTIFICATE 3. The Certificate of title to share and duplicate thereof whene"er necessary shall be issued to the members under the common seal of the company and shall be signed jointly by the 8anaging $irector and any other $irector of the Company. If any share certificate is defaced, worn out, destroyed or lost, it may be re(issued on such e"idence being produced and such indemnity ;if any< being gi"en as the $irectors re-uire and ;in case of defacement or wearing out< on deli"ering of the old certificate and on payment of such sum not exceeding T). 3.:: as the $irectors may from time to time determine. TRANSFER AND TRANSMISSION OF SHARES 4. The Instrument of Transfer of any shares in the Company shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the register of members in respect thereof. !ith the appro"al of the Board of $irectors any share may be transferred by a shareholder to his or her wife, husband, son, daughter, brother, sister, father, mother except as aforesaid no share shall be transferred to any person who is not a member of the Company so long as any member is willing to purchase the same at the fair "alue to be determined by the Board of $irectors at their discretion. The procedure ascertaining whether any member is willing to purchase any share shall be determined by the Board of $irectors at their discretion. @"ery member desirous of transferring his1her shares shall at the first instance offer the same to the existing members of the Company. ALTERATION OF CAPITAL 5. The $irectors may, with the sanction of the Company, in general meeting increase the share capital by such sum to be di"ided into shares of such amount, as the resolution shall prescribe. The Company may, by special resolution, reduce its shares capital in any manner and subject to any incident authori'ed and consent re-uired by law. BORRO0ING PO0ER A. The board of directors may from time to time borrow any sum or sums of money for the purpose of the business of the company from any persons, ban), 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 thin) proper and in particular by ma)ing, drawing, excepting or endorsing on behalf of the company promissory notes or bills of exchange or gi"ing or issuing any other security of the company or by mortgage of all or any of the property of the company 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 loan or debts raised by or on behalf of the company or any interest payable thereon with power to them to secure guarantee against any liability in respect of such loans by means of mortgage or charge upon any property and assets of the company. GENERAL MEETING C. There shall be at least one ordinary general meeting to be called the 9nnual *eneral 8eeting e"ery year. It should be held e"ery calendar year as soon as practicable after the annual closing of account of the Company but not later than fifteen months from the date of the last 9nnual *eneral 8eeting of the Company. The first *eneral 8eeting shall be held within 1A months from the date of its incorporation. The abo"e meeting shall be called 9nnual *eneral meeting and all the meeting of the members of the company shall be called extra ordinary *eneral 8eeting and presided o"er by the Chairman of the company and in his absence by any of the $irectors of the Board as may be decided.
PROCEEDING AT GENERAL MEETING 1:. ubject to the pro"isions of ection A5;,< of the Companies 9ct,1CC2 related to special solutions at least fourteen days notice from the date of posting of the notice specifying the place the date and hour of the general meeting shall be gi"en and in the case of special business, the general nature of such business shall be notified to the members, which may, with the written consent of all the members, may be called by shorter notice and in such manner as the members thin) fit. 1UORUM 11. T2 members present in person or by proxy shall form a -uorum. =o business shall be transacted at any general meeting unless a -uorum of members is present at the time, which the meeting proceeds to transact business. VOTE OF MEMBERS 1,. .n a show of hands e"ery member present in person shall ha"e one "ote and upon a poll e"ery member present in person or by proxy or attorney shall ha"e one "ote for e"ery share held by him. .n a poll, "otes may be gi"en either personally or by attorney or by representati"e with a letter of authori'ation. BOARD OF DIRECTORS 10. Lntil otherwise determined by the Company in *eneral 8eeting the number of $irectors shall not be less than , ; Two < and not more than 3: ; %ifty <. The following persons shall be the first and permanent $irectors of the Company unless any one of them "oluntarily resigns the said office or otherwise remo"ed their from under the pro"isions of ection 1:A;1< of the Companies9ct1CC2. 1. 3+-4 S"l" C"!"&"+ N)%&-- 5 BCN IMPORT S.L.
6. M"$)*( H++"%& 1UALIFICATION SHARE 12. The -ualification of a $irector shall be holding in his1 her own name at least 1:: ;.ne hundred< shares of the nominal "alue of T) 1::1( ;.ne hundred< each unless otherwise determined in a general meeting. 1UORUM OF BOARD MEETING 13. 6(T2) members present in person and -ualified to "ote shall form a Kuorum in any general meeting. !hene"er the Board of $irectors thin) it necessary, it may call a *eneral 8eeting, whether ordinary or extra(ordinary at such time ;subject to the pro"isions of ection A2 of the 9ct < and place as the Board thin)s fit. PO0ER OF DIRECTORS 14. The Board of $irectors shall ha"e power at any time and from time to time to appoint any other person to be a $irector of the Company either to fill up a casual "acancy or an addition to the Board by co(option so that the total number of $irectors shall not at any time exceed the maximum number of $irectors fixed by the Company. The management of the business of the Company shall be in the hands of the Board of $irectors who may pay such expenses of any preliminary and incidental to the promotion, establishment and registration of the Company and do such acts as may be exercised and done by the Company as are not forbidden by the state or by this 9rticles re-uired to be exercised or done by the Company in general meeting, subject ne"ertheless, to any regulation to be inconsistent with the aforesaid regulations or pro"isions as may be prescribed by the Company in *eneral 8eetings, which shall be "alid and effectual. DIS1UALIFICATION OF DIRECTORS 15. In pro"ision of ection 1:A;1< and C2 ;1< of the Companies 9ct, 1CC2, the office of the $irectors shall be "acated if he1she. a< %ails to obtain within the time specified in pro"ision of ection C5;1< of the Companies 9ct, 1CC2 or any time thereafter ceases to hold the share -ualification necessary for his1her appointment, or b< Ee1 she is found to be a person of unsound mind by a court of competent jurisdiction, or c< Ee1 she is adjudged insol"ent, or d< Ee1 she fails to pay calls made on him in respect or shares held by him within six months from the date of such calls being made, or e< 9bsent himself 1herself from three consecuti"e meetings of the directors or from all meetings of the $irectors for a continuous period of three months whiche"er is longer without lea"e of absence from the Board of $irectors. f< >emo"ed from the $irectorship by an extra( ordinary resolution. CHAIRMAN 1A. The Chairman of the company shall be selected by the board directors from time to time. The Chairman shall hold office unless he "oluntarily resigns or becomes dis-ualified under the pro"ision of ection 1:A;1< of the Companies 9ct, 1CC2. The Chairman will preside o"er all the meetings of the Board of $irectors as well as general meeting. MANAGING DIRECTOR 1C. 3+-4 S"l" C"!"&"+ shall be the 8anaging $irector of the company and he shall hold the office for a period of 3 ;%i"e< years unless he "oluntarily resigns or dis-ualified under ection 1:A;1< of the pro"ision of the Companies 9ct, 1CC2.ubject to the control and super"ision of the Board of $irectors the Chairman 6 8anaging $irector shall exercise the following powers: a<The Chairman 6 8anaging $irector will run the day( to( day affairs of the Company. b< To generally manage all concerns and affairs of the Company to appoint employees, officers, agents, ad"isers, organi'ers, engineers. BANK ACCOUNT ,:. The Company shall open Ban) 9ccount with any Commercial Ban)1#ri"ate Ban) or %inancial Institutions and shall be operated by ?oint ignature or any $irector of the Company or as per resolution of the Board of $irectors. ADVISOR ,1. The Board of $irectors may from time to time appoint any suitable and acceptable person;s< as 9d"isor of the Company and fix up his remuneration. NOTICE ,,. !hen a notice is sent by registered post, ser"ice of the notice shall deemed to be effectual by properly addressing, prepaying and posting a letter containing the notice and unless contrary is pro"ed to ha"e effect at the time which the letter would deli"er by post and >egulation no 110 to 115 of schedule shall apply. ACCOUNTS AND AUDIT ,0. The $irectors shall cause to be )ept proper boo)s of accounts as pro"ided in ection 1A1 of the Companies 9ct, 1CC2. 9n 9uditor shall be appointed and his or her or their duties regulated in accordance with ection ,1: to ,10 of the Companies 9ct, 1CC2 or any statutory modification thereof for the time being in force. @"ery account when audited and appro"ed at the *eneral 8eeting shall be conclusi"e except so far regards to and error. 9ny such error when disco"ered within or before the audit of the next account shall be corrected forthwith. ANNUAL RETURN ,2. The company shall comply with the pro"ision of ection 04 of the Companies 9ct, 1CC2 as the ma)ing of annual returns. DIVIDEND AND RESERVE ,3. The Company and 9nnual *eneral 8eeting may declare di"idends but no di"idend shall be credited as #aid Lp on their respecti"e shares or the members in the capital of the Company at the date to declaration of the di"idend after creation of reser"e as they thin) it. =o di"idend shall be payable except out of the profits of the Company of the year or any other undistributed profits and no di"idend shall carry interest as against the company. The Board of $irectors shall ha"e absolute discretion as to the employment of the reser"es created out of the net profit of the company and in declaring fully paid Bonus hare out of profits. The Board of $irectors may from time to time pay to the members such interim di"idends as appear to the directors justified by the profits of the Company. COMMON SEAL ,4. The Company shall ha"e a common seal and where the seal is affixed shall be countersigned by the 8anaging $irector or any other $irector, if so authori'ed by the Board, such seal and signature shall be conclusi"e e"idence of the fact that the seal has been properly affixed. INDEMNITY ,5. @"ery $irector, officer and ser"ant of the Company shall be indemnified by the company for all losses and expenditure by him1her or them respecti"ely in or about the discharge of his1her duties except when such happen from respecti"e willful act, neglect or default and it will be duty of the $irectors to pay cash, out of the funds of the Company, all losses and expenses which any $irector, officer or ser"ant may ha"e incurred in any way in the discharge of their respecti"e duties. The amount for which indemnity so pro"ided shall immediately attach lien o"er the property of the Company and shall ha"e priority o"er all other claims. SECRECY ,A. The Chairman, 8anaging $irector, $irector, 9d"isor, 8anager, ecretary, 9uditors, 9ccountants, .fficers, 9gents or other person employed in the business of the company shall ha"e to obser"e strict secrecy respecting all matters which may come to his )nowledge in the discharge of the duties when re-uired to do so by resolution of the company or by court of law or where the person connected is re-uired to do so in order to comply with any pro"ision of the law or in these presents. ARBITRATION ,C. If and whene"er any difference shall arise between the Company and any of the members of their representati"e touching the construction of any of the 9rticle herein contained or any 9ct, matter or thing made, 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 forthwith be referred to two 9rbitrators, one to be appointed by each party and a third arbitrator may be chosen by the two 9rbitrators, if deemed necessary, before entering on the consideration in accordance with the pro"isions of the 9rbitration 9ct, ,::1. 0INDING UP ,C. If the Company is wounded up the surplus assets ;subject to any rights attached any special classes of shares forming part of the capital for the time being< of the Company be applied first in the repayment of capital paid up on the ordinary shares and the excess ;if any< shall be distributed among the members in proportion to the number of shares held by them respecti"ely. The $irector, the ecretaries, the 9uditors and other .fficers or er"ants for the time being in relation to any of the affairs of the company be indemnified out of the assets of the Company from and against all or any act done or omitted in or about the benefited execution of their duty. !e, the se"eral persons, whose names addresses and descriptions are subscribed below are desirous of being formed into a #ri"ate +imited Company in pursuance with this 9rticles of 9ssociation and we are respecti"ely agreed to ta)e the number of shares in the capital of the Company set opposite to our respecti"e names: l.=o =ame, 9ddresses, $escriptions and =ationality of the ubscribers. =umber of hares of the ubscribers ignature of ubscribers :1 BCN IMPORT S.L. >epresented by ?osep ala Cabanas 1o( +uis 8other: @l"ira C1#au 8iralda 13(15, #ol. Ind. Bufal"ent(:A,2:, 8anresa, pain, Tel.B 02C0A5502A5;ext.;1<,13< @mail: josep15Dgmail.com $ate of Birth: :A(:C(1C4, #assport =o: 99*4C3C1, Business,painies C3:: hares ;=ine thousand fi"e hundred < :,. M"$)*( H++"%& 1.( .baydul Ea-ue 8other: hajeda #ermanent 9dd: 7illage(9)on &anda, #..: 7asanchar, #.: 8ehendigonj, $ist: Barishal(A,5: #resent 9dd: Eouse(0,, >oad(1:, =i)unja(,, &hil)het, $ha)a. 8obile( :15,A(2C1:,1 @mail:mahmud.a)onDgmail.com mahmudDd)globalclothing.com $ate of Birth: :1(:1(1CC, TI= : 45C(1::(425, =ational I$ : :4130,:::1A0 Business, Bangladeshi 3:: hares ;%i"e hundred < Total F 1:,::: hares ;Ten thousand< !itnesses: 8d. Gahurul Islam 9d"ocate Gahural Islam 6 9ssociates 31(3119, #urana #altan ;0 rd %loor<, uite : 2:1 $ha)a(1::: #hone : 5145CCA, ;8< :133,(2A4,A,, :1511,5,5,, 8d. 9bdul Eannan Company +aw 6 Tax Consultant 31(3119, #urana #altan ;0 rd %loor<, uite : 2:1. $ha)a, Bangladesh #hone: 5145CCA, ;8< :1502(35A2C2, :1C,:(121:4: $ate the...................... day of................................. ,:10