1

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)
(A PRIVATE COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION
OF
MILK BAZAR AGRO DAIRY FARM LIMITED
I. The name of the Company is Milk Bazar Agro Dairy Farm
Limited.
II. The registered office of the company shall be situated in
Bangladesh.
III. The object for which the Company is established are all or any
of the following and all the objects will be implemented after
obtaining necessary permission from the
Government/Concerned Authority/Competent Authority before
commencement of business.

1. To carry on the business of Producing, transporting, selling of milk

or products of milk, processing, pricing, packaging, potting,
distribution and sale of dairy products, maintaining dairy plant
with required premises or structure, maintaining dairy animal,
dairy farming, and to acquire lands and to develop them for the
said purpose or purposes.

2. To carry on the business of all kind of Agro Products, Agricultural

farming, fisheries, Hatcheries, Psciculture, Horticulture,
Mushroom cultivation, Paddy Cultivation, Forest & Tree
cultivation, Nursery, dairy farming, fruit gardens, Vegetable
farming, Tea cultivation, Poultry farming and to acquire lands
and to develop them for the said purpose or purposes.

3. To carry on all or any of the business of dairy farming by most

modern means and to distribute the same to different
authorities in the local market and also to export them to
foreign countries in processed and/ or frozen condition.

4. To set up cold storage and freezing plant for preservation of all

kinds of vegetables such as Milk, Fish, Meat, Egg, Potato,
Tomato and to sell those preserving and frozen goods to the
whole sale market /agent for earning livelihood and to meet up
the demand of Potato, Tomato and all such other necessary
green vegetables of the general masses of the country during of
season of the year.
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5. To set up industries or industrial project to Manufacture, export,

import of all sorts of Agro Feed and its product anywhere in
Bangladesh or Abroad.

6. To take up agencies of exporters, suppliers of any items of the

company, companies any items of country or foreign origin in
connection with the poultry, dairy, fish and agriculture
projects.

7. To enter into the contracts for the supplies of day or old chicks,
eggs, poultry meat, feed, medicines, milk and milk products,
meat and meat products or any goods or articles to farms
corporations, govt. offices or persons in Bangladesh any offices
or persons or elsewhere in the world. Hen

8. To carry on the business of milk of all types of dairy animal and

milk products.

9. To carry on the business as importers, exporters, traders,

commission agent, marketing agents, indenting agents, general
agents, managing agents, manufacturers agents, marketing
agents, mercantile agents, general supplier, general agents,
commission agent, wholesalers, distributors, stockiest, and
retailers of all kinds of agro products.

10. To borrow or raise money, with or without interest from and to

secure the payment of money to any source including
Government, banks, financial institution companies, persons,
loan-giving agencies or authorities, insurance company by
pledge or mortgage of company’s assets or otherwise or by the
issue of debenture or debentures stock, perpetual or otherwise,
or in such other manner and under such conditions as the
company may determine from time to time.

11. To mortgage the immovable property and/ or

hypothecated/pledge/lien on any other movable assets of the
company including land, plant machinery, stock shares, FDR,
bonds etc. to any schedule bank or financial institutions as
security of loan (s) and/or any credit facilities (s) sanctioned by
them to any subsidiaries company/sister companies and/or
any third party with whom the company has any direct or
indirect business relation and also to give guarantee and/or
corporate guarantee to any schedule bank (s) or financial
institution (s) or any sister concern of subsidiary company or
any other third party with whom the company has any direct or
indirect business relation; and to enter into any agreement with
the Government, non government, municipal, local or other
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bodies, that may seem conducive to the Company’s objects or

any of them and to obtain from any such government or
authority any rights, privileges, and concession, which the
Company may think desirable to obtain and to carry out,
exercise and comply with any such arrangements, rights,
privileges and concessions in exchange of money or share of the
Company; and to enter into partnership or into any
arrangement for share profits union in interest co-operation,
joint venture reciprocal concessions or otherwise with any
person or company carrying on or engaged in similar business
as manufacturers in Bangladesh or as Agents and
management’s consultants; and to make collaboration with
Foreign Firms for design setting industry, and to open display
center participating with foreign exhibition and sales
participation with foreign exhibition and sales proportion; and
to buy, sell or any kind of transfer of any property in the name
of the company;

12. To buy, sell, let, charter, improve, manage, develop, lease,

mortgage, exchange, pledge, surrender, convert, dispose of
property and rights of the Company in such manner and for
such construction as the Company may think fit.

13. Generally to do and perform all such other acts and things as
may be incidental or conducive to the attainment of the
above objects;

14. This company can do any lawful business for making profit.

IV. The liability of the members is limited by shares.

V. The Authorized Share Capital of the Company is

TK.10,00,00,000/-(Taka Ten Crore) divided into 10,00,000 (Ten
Lac) Ordinary Shares of TK. 100/-(Taka One Hundred) each.
The company shall have power to increase or reduce it and to
divide the shares in its capital for the time being into several
classes of shares and to attach thereto respectively such
preferential deferred or special rights or conditions as may be
determined by or in accordance with the Articles of Association
of the Company.

We, the following persons, whose names and addresses are hereunder
subscribed, are desirous of being formed into a Company in
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pursuance to this Memorandum of Association and we respectively

agreed to take the number of shares in the Capital of Company set
opposite to our respective names.

Sl. No. Name, Addresses, Descriptions and Number of Signature of

Nationality of the Subscribers Shares of the Subscribers
Subscribers
01. Luthfa Haque
Father’s Name: 30,000
Mother’s Name: (Thirty
Husband’s Name: Shahjahan Mahmood Thousand)
Present Address: Shares
Permanent Address:
NID:
TIN:
E-mail:
Cell:
02 Mohammad Guljer Hossain 40,000
Father’s Name: (Forty
Mother’s Name: Thousand)
Husband’s Name: Shares
Present Address:
Permanent Address:.
NID:
TIN:
E-mail:
Cell:
*******Name********** 30,000
Father’s Name: (Thirty
Mother’s Name: Thousand)
Husband’s Name: Shares
Present Address:
Permanent Address:.
NID:
TIN:
E-mail:
Cell:
TOTAL 1,00,000
(One Lac)
Shares

Dated : This the …………….. day of ……………….. 2017.

Witness 1 Witness 2
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Name : Mostafizur Rahman Hawlader Name :

LL.B. (Hon’s); LL.M.
Advocate
Address : 89/1, (1st Floor), Kakrail Address :
Dhaka
Phone :
Phone : 01705348585.

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)
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(A PRIVATE COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION
OF
MILK BAZAR AGRO DAIRY FARM LIMITED
PRELIMINARY

1. The Regulations contained in Schedule-1 of the Companies Act

(Act XVIII of 1994) 1994 as applicable to private limited
company shall apply to this company with respect to such
provisions as are applicable to private limited companies so far
only as they are not negative or modified by or/ are not
contained in the following Articles or any other Articles that
may from time to time be changed by the company.

INTERPRETATION

2. In constructing of these articles unless there being something

repugnant in the subject or inconsistent with the context the
singular shall include the plural and the masculine shall
include the feminine and vice versa, and the following words
and expression shall have following meanings:

“Articles’’ means these articles of association. “Auditors’’ means and

includes those persons or firms appointed as statutory auditors of the
company in accordance with, and within the meaning of the relevant
provisions of the companies Act, 1994. “Capital” means the share
capital for the time being raised, or authorized to be raised, for the
purpose of the company. “Debenture” includes debenture-stock.
“Debenture” means of the Directors of the Company for the time
being or, as the case may be the directors assembled at a Board.
“Director” includes any person acting as a director of the company,
managing director of the company, chairman of the company, and
includes any person duly appointed and acting for the time being as
an Alternate Director. “Dividend” shall include bonus. “Extraordinary
General Meeting” means an extraordinary general meeting of the
members duly called and constituted, and any adjourned holding
thereof, in accordance with the relevant provision of the Companies
Act, 1994. “General Meeting” means a general meeting of the
members, or any adjourned holding thereof, held in accordance with
the provisions of the Companies Act, 1994. “Members” shall mean
any person who may from time to time become registered as a
shareholder in the company and includes the subscribers to the
memorandum of association of the company. “Chairman” means the
Chairman for the time being of the Company . “Managing Director”
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shall mean the managing director for the time being of the Company.
“Person” shall include individuals, bodies of individuals, limited
liability companies and corporate bodies. “Secretary” shall mean the
secretary of secretaries appointed under these Articles and shall
include any person entitled to perform the duties of secretary
temporarily. “The Act” shall mean the companies Act, 1994 or any
statutory modification or reenactment thereof for the time being in
force. “The Company” or “This Company” shall mean MILK BAZAR
AGRO DAIRY FARM LIMITED, a company incorporates under the
Companies Act, 1994 of Bangladesh. “The Office” shall mean the
registered office for the time being of the company. “The seal” shall
mean the common seal of the company or in appropriate cases the
official seal or duplicate seal. Proxy includes attorney duly
constituted under a power of Attorney

And subject as aforesaid and unless the context otherwise requires

word of expressions contained in these article shall bear the same
meaning as in the act in force at the data at which these articles
become binding on the company.

PRIVATE COMPANY

3. The company is a Private Limited Company within the meaning

of Section 2 (1) under Clause (Q) of the Companies Act. 1994
and accordingly:

a) No invitation shall be issued to the public to subscribe for

any share or Debenture of the Company.

b) The number of the members of the Company (exclusive of

the persons in the 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

c) The right to transfer the shares of the Company shall be

restricted in the manner hereinafter appearing.

BUSINESS

4. The business of the company shall include all or any of the

several objects expressed in the Memorandum of Association
and the business of the company shall be commenced soon
after the incorporation of the company with the Registrar of
Joint Stock Companies in Bangladesh.

SHARES
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5. The authorized share capital of the Company is

TK.10,00,00,000/-(Taka Ten Crore) divided into 10,00,000 (Ten
Lac) Ordinary Shares of TK. 100/-(Taka One Hundred) each
only with power to increase or reduce it or any portion therefore
and divide the share of the company from time to time in
several classes and to attach thereto any preferential, deferred,
qualified or other special rights, privilege, or conditions upon
the sub-division or consolidation of any share or shares to
apportion the right to participate in profits in any manner as
between the holders of shares resulting from such division.

6. The joint holders of shares shall be jointly as well severally

liable for payment of all installments and class due in respect of
such shares.

7. No persons shall be recognized by the company as holding any

shares upon any trust and the company shall not be bound to
recognize any equitable, contingent, further or partial interest
in any shares or any interest in any fractional part of share
(except those as by these presents otherwise expressly
provided) or any other right in respect of any share except an
absolute right to the entirely thereof as the registered holder.

8. The Directors may from time to time make calls upon the
member in respect of all moneys unpaid on their shares and
each member shall subject to fourteen days specifying the time
and place for payment, pay the amount called on his share to
the company at the time and place so specified by the
Directors. Failure to pay the amount called on for shares may
amount to forfeiture of shares by the decision of the Board of
Directors.

CERTIFICATE

9. The certificate of title of shares and duplicate thereof whenever

necessary shall be issued to the members under the common
seal of the company and shall signed by Managing Director of
the company. Any two or more joint holders of shares for the
purpose of these articles shall be treated as a single member
and the certificate in respect of any such shares shall unless
otherwise authorized by all the joint holders in writing, be
delivered to the person first named in the register.

10. If any share certificate was worn out, destroyed, defaced or lost,
a new certificate may be reissued in lieu thereof on such terms
and on such indemnity as the Board of Directors may think fit.

LIEN
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11. The company shall have first and paramount lien upon all
shares not being fully paid, registered in the name of a
member, whether solely or jointly with others and upon the
proceeds of the sale thereof for his debts, liabilities and
engagement solely or jointly with and other person to or with
the company, whether the time for payment, fulfillment or
discharge thereof, shall have actually arrived or not, and such
lien shall extend to all dividends declared from time to time in
respect of such shares. Unless otherwise agreed, the
registration of the transfer of shares shall operate as waiver of
the company's lien if any, on such shares, the directors may at
any time declare any share to be exempted wholly or in part
from the provisions of this clause.

CALL ON SHARES

12. The Directors may, from time to time, make such, call as they
think fit upon the members in respect of any money unpaid on
their shares and not by the conditions of allotment made
payable at fixed times and such member shall pay to the
company at the time of or times so specified, amount called on
his shares. A call may be made payable by installment and
shall be deemed to have been made at the time resolution of the
Directors authorizing such call is passed.

13. If the sum payable in respect of any call or installment is not

paid before or on the date anointed for payment thereof, the
person from whom the sum is due, shall subject to the
discretion of the Board of directors, be liable to pay interest
upon the sum from the day appointed for the payment thereof
to the time of the actual payment at such rate as the Directors
may from time to time determine.

14. The directors may make arrangements for the issue of shares
for a difference between the holders of such shares in the
amount of calls to be paid and the time of payments.

TRANSFER AND TRANSMISSION OF SHARES

15. The shares of each share holder shall transmit on his/her

death to his/her heirs or legal representatives and where there
is no will and no letters of Administration have been taken out,
shall upon proof of his/her title be recognized by the Company
as being entitled to the shares of deceased share holder. Where
there is will, probate or letters of administration along with a
copy of the will, shall be taken out before such title can be
recognized.
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16. With the approval of the Board of Directors any member may
transfer and/or sell his/her share at any time to any third
party.

17. Subject to the provisions of the Companies Act, Shares shall

not be transferred to any other person so long as the Directors
or existing shareholders of the company are ready to purchases
the same at a fair price fixed by the Directors. The Directors
need not disclose or assign any reason for their refusal to
register a transfer.

18. No transfer of shares shall be registered unless a proper

instrument of transfer duly stamped and executed by or on
behalf of the transferor and by or on behalf of the transferee
has been delivered to the Company together with the certificate
or if no such certificate is in existence, the Letter of Allotment
of the shares. The transferor shall be deemed to remain the
holder of such share until the name of the transferee is entered
in the register in respect thereof.

CONVERSION OF SHARES INTO STOCK

19. The Directors may with the sanction of the company previously
given in a general meeting convert any paid up shares into
stock and may with like sanction reconvert any stock into paid
up shares of any denominations.

ALTERATION OF CAPITAL

20. The Directors may, with the sanction of the Company, in

general meeting increase the share capital by such sum to be
divided into share 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
authorized and consent required by law.

BORROWING POWER

20. The Board of Directors may from time to time borrow from any
financing institution or any source any sum of money required
for the purpose of business of the Company and raise or secure
the payment or repayment of such money in such manner and
upon such terms and conditions as they think fit and in
particular by the issue of debentures or by creation of
debenture stock or by making, drawing, accepting or endorsing
on behalf of the company promissory notes, bill of exchange or
giving or issuing any other securities of the Company or by
mortgage or any part of the property of the company or by the
mortgages, or charge on all or any part of the property of the
Company, both present or future, including uncalled capital for
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the time being and the Directors may, on behalf of the

Company, guarantee the whole or any part of the loan or debts
incurred by the Company with power to them to secure
guarantors against liabilities in respect of such loans by means
of mortgages or charge of the company’s property, movable,
immovable or otherwise.

GENERAL MEETING

21. There shall be at least one ordinary general meeting to be called

the Annual General Meeting. It should be called in every
calendar year as soon as after the closing of the annual
accounts but should not be called later than fifteen months
from the date of the last general meeting. The First General
Meeting shall be held within eighteen months from the date of
incorporation of the Company. All other general meeting shall
be called Extra Ordinary General Meeting.

22. Subject to the provisions of Section 87 (2) of the Companies Act

1994, at least fourteen days notice specifying place date, hour
of the general meeting shall be given and in case of special
business, the general nature of such business shall be notified
to the member 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 with the consent of
members the general meeting may be called at shorter notice
and in such manner as the members may decide.

23. The Board of Directors or the Chairman or the Managing

Director whenever think necessary may call a general meeting,
ordinary or extra-ordinary at such time and place as they think
fit and pass such resolution and decision, which is necessary.

24. Three members in person entitled to vote shall form the

quorum in any ordinary or extra-ordinary general meeting.

25. No member shall be entitled to vote in any general meeting

unless all calls or other sums presently payable by him in
respect of share in the Company have been paid.

26. On a poll, votes may be given either personally or by the proxy

or by representative under Section 86 of the Compassing Act.
XVIII of 1994.

PROCEEDINGS AT GNEERAL MEETING

27. The business of the ordinary general meeting shall be to receive

and consider the Profit and Loss Accounts, the Balance Sheet
and the Report of the Director and Auditors and to elect
auditors and to fix up their remuneration to declare dividends
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and to transact any other business which under these presents

ought to be transacted at any ordinary general meeting. All
other business transacted at any ordinary general meeting
shall be deemed special.

28. At any general meeting a resolution put to vote shall be decided

by show of hand or by poll. A declaration by the Chairman that
a resolution has, on a show of hands, been carried
unanimously or by a particular majority or lost and an entry to
that effect in the book of the proceedings of the Company shall
be conclusive.

29. No business shall be transacted any general meeting unless a

quorum of members is present at the time when the meeting
proceeds to its business. If quorum be not formed at the time
appointed for the meeting, the meeting shall be adjourned.

30. Managing Director shall ordinarily be responsible to conduct

the business of the company.

QUORUM

31. Three (03) members including managing director of the

company present in person and qualified to vote shall form a
Quorum in any Board meeting, general meeting or extra-
general meeting. The Chairman of the company shall preside at
every general meeting.

32. Whenever the Board of Directors think it necessary, it may call

a General Meeting, whether ordinary or extra-ordinary at such
time (subject to the provisions of Section 84 of the Act ) and
place as the Board thinks fit.

VOTE OF MEMBERS

33. On a show of hands every member present in person shall have

one vote and upon every member present in person or by proxy
or attorney shall have one vote for every share held by him.

34. Subject to the approval of the Board of Directors or the

Managing Director in writing a person may act as proxy.

35. On a poll, votes may by given either personally or attorney or

by representative with a letter of authorization.

DIRECTORS
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36. Until otherwise determined by the company in general meeting

or extra-ordinary general meeting the number of Director shall
be not less than 2 (Two) nor more than 7 (Seven). The
following persons shall be the first & permanent Directors of
the company unless anyone of them voluntarily resigns the said
office or otherwise removed their from under the provisions of
Section 108(1) of the Companies Act, 1994;

1. Luthfa Haque
2. Mohammad Guljer Hossain
3. #################

QUALIFICATION OF SHARES

37. The qualification of a director shall be holding in his own name

at least share of the nominal value of Tk. 1,00,000/- (Taka One
Lac) only unless otherwise determined in General Meeting.

38. A Director who is required to hold qualification may act as a

Director before acquiring his qualification but shall in any case
acquire the same within two months from his appointment or
election.

POWER OF DIRECTORS

39. The Board of Directors shall have power at any time and from
time to time to appoint any other person to be a Director of the
Company either to fill up a casual vacancy or an addition to the
Board by co-option so that the total number of Directors shall
not at any time exceed the maximum number of Directors fixed
by the Company. The management of the business of the
Company shall be in the hands of the Managing Director 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 Articles
required to be exercised or done by the Company in general
meeting, subject nevertheless.

40. The Directors, but any person may fill up any casual vacancy
occurring among the Directors so chosen shall retain his office
so long only as the vacating Director would have retained the
same if any vacancy occurred.

41. A Director may resign at any time by giving at least one-month

notice in writing to be left at the registered office of the
company. However, the liability of an outgoing partner shall
continue so long it is not waived by the Company.
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42. The continuing Directors may act in notwithstanding and

vacancy in their body but if the number of Director falls below
the minimum, no business shall be transacted by them during
such period except the appointment of a new Director by
summoning General Meeting.

43. The Directors shall have power at any time and from time to
time to appoint one or more person or persons as Director or
Directors who shall retire from the office at the next following
ordinary General meeting as additional Director or Directors
provided that by no such appointment the total number
exceeds as fixed by these Articles.

44. Until otherwise determined by the company in general meeting,

each Director shall receive by way remuneration for his services
as such Directors a sum not exceeding Tk. 500/- for each
meeting attended by him together with such traveling and
halting expenses as may incurred by him for attending each
meeting as determined by the Board of Directors.

45. Subject to the provision of the Companies Act and of these

Articles, no Director shall be disqualified from his office by
contracting with the company either as vendor, purchaser or
otherwise nor shall any such contract or arrangement entered
into by or on behalf of the company in which any Director shall
be in any way interested be avoided nor shall any Director be
liable to account to the company for any profit realized by any
such contract or arrangement by reason of such Director
holding that office, but it is declared that the nature of his
interest must be disclosed by him at the meeting of the
Directors at which the contract of arrangement is determined.

46. A Director shall be entitled to vote in respect of any contract or

arrangement in which he is interested and his presence shall
not be excluded for the purpose of quorum at the time of such
vote.

47. Each Director may be paid out of the funds of the Company by
way of remuneration for his her services such sum as may be
derided by the board of Directors shall also be entitled to be
paid their reasonable traveling and other expenses incurred in
consequence of their attendance at board meeting and
otherwise in the execution of their duties as aforesaid.

48. If any director being willing shall be called upon to perform

extra services or to make any special exertion for any of the
purposes of the company or in giving special attention to the
business of the company, the company may remunerate the
Director so doing either a fixed sum or by a salary or by a
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percentage of profits or otherwise as may be determined by the

board of directors, and such remuneration may be either in
addition to or in substitution of the remuneration provided for
the Directors.

DISQUALIFICATION OF DIRECTORS

49. In provision of Section 108(1) and 94 (1) of the Companies Act,

1994, the office of the Directors shall be vacated if he/she.

a) Fails to obtain within the time specified in provision of

Section 97(1) of the Companies Act, 1994 or any time thereafter
ceases to hold the share qualification necessary for his/her
appointment, or
b) He/ she is found to be a person of unsound mind by a court
of competent jurisdiction, or
c) He/ she is adjudged insolvent, or

d) He/ 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) Absent himself /herself from three consecutive meetings of
the directors or from all meetings of the Directors for a
continuous period of three months whichever is longer without
leave of absence from the Board of Directors.
f) Removed from the Directorship by an extra-ordinary
resolution.
g) He acted in contravention of the Act.

PROCEEDINGS OF BOARD OF DIRECTORS

50. The Directors may meet together to dispatch and decide the
issue of business and may adjourn and otherwise regulate their
meeting and proceedings as they think fit. Questions arising at
any meeting shall be decided by a simple majority of votes. In
case of an equality of votes, the Chairman shall have a second
or casting vote. The Board shall appoint a Chairman for every
meeting by majority decision.

51. 3 (Three) Directors present personally will form the Quorum for
transaction of business at a meeting of the Board of Directors.
All questions arising at any meeting of Directors shall be
decided by majority of votes. In case of equality of votes the
Chairman shall have a second or a casting vote.

52. A resolution passed without any meeting of the Directors but

evidenced by writing under the hands of all Directors or their
alternate Directors shall be as valid and effectual as a
resolution duly passed at a meeting of the Directors called and
held in accordance with the provisions of these Articles.
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53. The Board of Directors may decide the remuneration of the

Managing Director as and when deemed expedient.

54. A resolution in writing signed by all the Directors shall be as

effective for all purposes a resolution passed at a meeting of the
Directors duly called held and constituted.

55. The Chairman shall preside over the meeting of the Board of
Directors. If the Chairman is absent in any of the Board
meetings for any reason, the Managing Director shall with the
consent of the Chairman nominate another Chairman to
preside over that meeting of the Board. In a Board Meeting if
there is tie in the voting, the Chairman shall have the casting
vote. But if the Board of Directors is constituted by the
Managing Director and the Chairman and if there is tie in the
voting, then the chairman shall have second vote or casting
vote.

CHAIRMAN
56. Luthfa Haque shall be the first chairman of the company
from the date of incorporation. He shall be entitled to
remain and continue the said office for a period of 5 (five)
years. The board of directors will select the next chairman
& control and supervision of the board the business and
all other affairs of the company.

MANAGING DIRECTOR

57. Mohammad Guljer Hossain shall be the first managing

director of the company of the date of incorporation. He
shall be entitled to remain and continue the said office for
a period of 5 (five) years. The board of directors will select
the next managing director.

POWER OF MANAGING DIRECTOR

58. The Managing Director shall, subject to the supervision of the

Board of Directors, exercise the following powers:

a) To generally manage all concerns and affairs of the company, to

appoint and employ officers, agents, organizers, engineers, legal
adviser, experts, scientists, workman technicians, day laborers,
servants and other for the purpose of the company to remove or
dismiss them and appoint other in their places and to pay and
allow the persons to be employed as a force said such salaries,
commissions, wages or other remuneration as may be deemed
 17

fit and proper and in particular to sanction and spend the

preliminary expenses of the company.

b) To borrow or raise any sum or sums of money by loan or

otherwise or mortgage or hypothecation or on such securities
and on terms as they may deem fit and execute, sign and seal
or deliver all necessary documents or do any others acts on
that behalf. Subject to approval of the Board.

c) To demand, issue for, give effectual all receipts and discharge of

all kinds of covet, agreement or conditions, to take proceedings,
civil, criminal or otherwise for recovery of such debts, money,
rent, dues, damages and compensation in respect of such debt.

d) To purchase or otherwise acquire for the company any

property, rights or privileges such as the company is authorized
to acquire at such price and generally on such terms and
conditions as they may think fit. Subject to approval of the
Board.

e) To establish branch offices, agencies, sub agencies in any part

of Bangladesh or elsewhere on such terms as they think and
close the same.

f) To sign cheques, certificates and other documents on behalf of

the company unless otherwise provided in these Articles.

g) To purchase, sell, let, exchange or otherwise dispose of

absolutely or conditionally any movable property for the
purpose of the company. Subject to approval of the Board

h) To settle, compounds submit to arbitration and compromise

and withdraw all action, accounts, demands, what so ever
arising in any legal proceeding or otherwise.

i) To grant any power of attorney, general or special on benefit of

the company to any Directors, Officers, Employees, person to
persons or to any company and give full power and authority to
appoint one or more substitute to do, execute and perform all
or any such matter or things as aforesaid.

j) To invest the reserve fund of the company or to dispose of the

same on behalf of the company as may be deemed fit and
proper by them.

k) To execute and sign in the name of the company all such deeds
and things as are necessary for the welfare of the company.

l) To give donation to public or other useful objects.

 18

m) To admit execution of documents before any Register or Sub-

Register and to conduct or defend any case before him.

n) To sign and verifying papers petition, written statements,

compromise vokalatanamas authorizing legal practitioners to
act on behalf of the company in all Courts, Civil, Criminal or
revenue generally to do all other things for and on behalf of the
company.

o) To do all other things for the interest of the company

p) Subject to approval of the Board of Directors to delegate all or

any of his powers to such other Directors or persons as they fit
and proper.

ADVISOR

59. The Board of Directors may from time to time appoint any
suitable and acceptable person(s) as Advisor of the Company
including a legal advisor and fix up his remuneration.

OPENING BANK ACCOUNT

60. The Company shall open Bank Account or Accounts in the

name and style of MILK BAZAR AGRO DAIRY FARM LIMITED
with any scheduled Govt. Bank / Commercial Bank / Private
Bank or Financial Institutions and the Account or Accounts
shall be operated by the Signature of the Managing Director of
the Company or as per resolution of the Board of Directors.

THE SEAL

61. The company shall have a common seal and the Directors shall
provide for the safe custody thereof. The seal shall not be
applied to any instrument except by the authority of a
resolution of the board of directors and in the presence of at
least one Director or the Managing Director and such director
or Managing Director shall sign every instrument to which the
seal shall be affixed in his presence. Such signature shall be
conclusive evidence of the fact the seal has been properly
affixed.

NOTICE

62. When a notice is sent by registered post, service of the notice

shall deemed to be effectual by properly addressing, prepaying
and posting a letter containing the notice and unless contrary
is proved to have effect at the time which the letter would
deliver by post and Regulation no 113 to 117 of schedule shall
apply.
 19

DIVIDEND AND RESERVE

63. The company in general meeting may declare dividends, but no

dividends shall exceed the amount recommended by the
Directors.

64. The Directors may from time to time pay to the members such
interim dividends as may appear to the Directors to be justified
by the profits of the company.

65. No dividend shall be paid otherwise than out of profits of the

year or any other undistributed profits.

66. The Directors shall have absolute discretion as to the

employment of the resell fund created out of the profits of the
company.

67. No dividends shall bear interest against the company.

ACCOUNTS

68. a) The Directors shall cause true account to be kept.

b) Of the assets and liabilities of the company.
c) Of all sales and purchases of goods by the company; and
d) Of all sums money account shall be kept at the registered
office of the company or at such other place as the Directors
shall think fit and shall be open to inspection by the
Directors during office hours.
e) The books of account shall be kept at the registered office of
the company or at such other place as the Directors shall
think fit and shall be open for inspection by the Director
during office hours.

AUDIT

69. Once at least in every year the accounts or Accounts in of the

company shall be examined and correctness of the Profit and
Loss Account and Balance Sheet ascertained by an Auditor and
their duties shall be regulated in accordance with the
provisions of Section 210 to 213 of the Companies Act. 1994.

70. The Board of Directors shall appoint an Auditor to hold office

until the next general meeting.

ANNUAL RETURNS
 20

71. The company shall comply with the provision of Section 36 of

the Companies Act, 1994 as the making of annual returns.

INDEMNITY

72. Every Director, officer and servant of the Company shall be

indemnified by the company for all losses and expenditure by
him/her or them respectively in or about the discharge of
his/her duties except when such happen from respective willful
act, neglect or default and it will be duty of the Directors to pay
cash, out of the funds of the Company, all losses and expenses
which any Director, officer or servant may have incurred in any
way in the discharge of their respective duties. The amount for
which indemnity so provided shall immediately attach lien over
the property of the Company and shall have priority over all
other claims.

SECRECY

73. Subject to the provisions of the companies Act and of these

Articles, no members or other persons shall be entitled to enter
upon the property of the company to examines and inspect the
company’s premises, properties office, books of accounts of the
company without the permission of the directors of the
company or require discovery or any information respecting any
cells of the company’s trading or any matter which is or may be
in the nature of the secret, mystery of trade, or secret process
or of any matter whatsoever with may relate to the conduct of
the business by the company and which in the opinion of the
directors it will be inexpedient in the interest of the members of
the company to communicate. The Chairman, Managing
Director, Director, Advisor, Manager, Secretary, Auditors,
Accountants, Officers, Agents or other person employed in the
business of the company shall have to observe strict secrecy
respecting all matters which may come to his knowledge in the
discharge of the duties when required to do so by resolution of
the company or by court of law or where the person connected
is required to do so in order to comply with any provision of the
law or in these presents.

ARBITRATION

74. If and whenever any difference shall arise 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 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 Arbitrators, one to be appointed by
 21

each party and a third arbitrator may be chosen by the two

Arbitrators, if deemed necessary, before entering on the
consideration in accordance with the provisions of the
Arbitration Act,2001.

WINDING UP

75. If the company shall be wound up, the surplus assets shall
(subject to any rights attached to and special class of shares
forming part of the capital for the time being of the company) be
applied first in repayment of the capital paid up on the ordinary
share, and the excess (if any) shall be distributed among the
members holding ordinary shares in proportion to the
commencement of the winding up.

76. The Director, the Secretaries, the Auditors and other Officers or
Servants 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
bonafied execution of their duty.
 22

We, the following persons, whose names and addresses are hereunder
subscribed, are desirous of being formed into a Company in
pursuance to this Articles of Association and we respectively agreed to
take the number of shares in the Capital of Company set opposite to our respective
names.
Sl. No. Name, Addresses, Descriptions and Number of Signature of
Nationality of the Subscribers Shares of the Subscribers
Subscribers
01. Luthfa Haque
Father’s Name: 30,000
Mother’s Name: (Thirty
Husband’s Name: Shahjahan Mahmood Thousand)
Present Address: Shares
Permanent Address:
NID:
TIN:
E-mail:
Cell:
02 Mohammad Guljer Hossain 40,000
Father’s Name: (Forty
Mother’s Name: Thousand)
Husband’s Name: Shares
Present Address:
Permanent Address:.
NID:
TIN:
E-mail:
Cell:
*******Name********** 30,000
Father’s Name: (Thirty
Mother’s Name: Thousand)
Husband’s Name: Shares
Present Address:
Permanent Address:.
NID:
TIN:
E-mail:
Cell:
TOTAL 1,00,000
(One Lac)
Shares

Dated : This the …………….. day of ……………….. 2017.

Witness 1 Witness 2
 23

Name : Mostafizur Rahman Hawlader Name :

LL.B. (Hon’s); LL.M.
Advocate
st
Address : 89/1, (1 Floor), Kakrail Address :
Dhaka
Phone :
Phone : 01705348585.