GMAX IT LIMITED. REG NO: CH-13020/2019

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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A LIMITED BY SHARESPRIVATE COMPANY
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
GMAX IT LIMITED
Issue No. 114783 Date:21/01/2019

(ACT XVIII OF 1994)
PRIVATE COMPANY
MEMORANDUM OF ASSOCIATION
OF
GMAX IT LIMITED
I. The name of the company is GMAX IT LIMITED
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):
Primarily to promote the development and advancement of Content management
system, Information and Communication Technology (ICT) and Software, and carry
on, undertake and conduct related business and do all matters and things
incidental there to.
To encourage and assist in the balanced development of the software and
information services industry in Bangladesh.
To work closely with ICT area with a view to enabling the Bangladesh Software and
Information Technology industry reach global pre-eminence.
To acquire and take over as a going concern the business now carried on in
Bangladesh by ICT Company.
To maintain all information relating to the clients business operations, practice and
related systems in absolute confidentiality. The success surmounted through the
humble reputation of developing various software at attractively low cost ensuring
better product lives.
To provide full range of Systems Software, Web Sites, ERP, E-commerce &
Hardware Solution products and peripherals.
To help in the development of financial systems required by Software and
Information Services industry.
To attain the business objectives company may enter into Partnership, Joint-
venture, 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.
1
2
3
4
5
6
7
8
9
IV. The liability of the members of the company is limited by shares
The Authorized Share Capital of the Company is TK. 20000000 ( Two Crore ) divided
into 2000 ( Two Thousand ) Ordinary Shares of TK 10000 ( Ten Thousand ) 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.
V.
A LIMITED BY 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.
Name : Md Mustafizur Rahman
Name : FARJANA AKTER
Name : MD SHARIFUR RAHMAN
Father's Name : Md Solaiman
Mother's Name : Shamima Begum
Address : Shikderpara, Gachbaria, Chandanaish
4371, Chittagong
Date of Birth : 25-JUN-90
E-mail : gmaxitlimited@gmail.com
Phone : 01619847001
TIN : 140301370432
NID/Passport No. : BE0097794
Nationality : Bangladeshi
Father's Name : MOHAMMED ALI
Mother's Name : FERDOUS AKTER
Address : Gachbaria,Badurpara Rastar Matha,
Chandanaish 4371, Chittagong
Date of Birth : 14-APR-91
E-mail : mily@gmaxit.com
Phone : 01833940411
TIN : 129025288991
NID/Passport No. : 19911923101000039
Father's Name : MD NASIR UDDIN
Mother's Name : Rayhan ara begun
Address : Nishad Monzil Rumaliar Chora
Cox'sbazar 4700, Chittagong
E-mail : rahmansharif92@gmail.com
Phone : 01715446932
TIN : 415774903559
NID/Passport No. : 1984222240565377288
Chairman
Managing
Director
Director
1200
( One
Thousand
Two
Hundred
shares)
780
( Seven
Hundred
Eighty
shares)
20
( Twenty
shares)
1
2
3
sd/-
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Faridul Alam Mohammad Tanvir
Plot 7 ,block A, Kolatoli, cox'sbazar
4700
Phone : 01975878810
NID :
North Rumaliar Chora, Cox'sbazar
Sadar, Cox'sbazar 4700
01726229900Phone :
NID :
Name :
Address:

(ACT XVIII OF 1994)
PRIVATE COMPANY
ARTICLES OF ASSOCIATION
OF
GMAX IT LIMITED
1.
2.
3.
4.
5.
6.
The Regulations contained in schedule-1 to the Companies Act No. XVIII of 1994
which are applied to a private Limited Company shall apply to this company in so far
as the same are not negative or modified by or not contained in these Articles or
other Regulation as may be framed by the Company in general meeting or by any
statute.
In the construction of this article, unless there shall be something in the subject on
context inconsistent therewith. "The Company" means "GMAX IT LIMITED" A) "The
Office" means the registered office for the time being of the company. B) "Capital"
means the capital for the time being raised of authorized or to be raised for the time
being by the company. C) "Share" means the share in the capital for the time being
of the Company. D) The act. or the Companies Act means the Companies Act. 1994
as adopted by the Government of Bangladesh and as amended up to date". E) The
share Register" means the Register of the members to be kept in pursuant to section
34 of the companies Act. 1994, as adopted by the Govt. of Bangladesh. F) "Paid up"
includes credited as paid up. G) The expression "Special Resolution" and
"Extraordinary Resolution" have the meaning assigned thereto respectively by
section 87 of the Act.
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: a) No invitation 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
(exclusive of 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 single member. c)
The right to transfer shares in the Company is restricted in the manner and to the
extent hereinafter appearing.
The business of the company shall include all or any of service objects expressed in
the Memorandum of Association. The company shall be entitled to commerce
business from the date of in corporation of the Company.
The Authorized Share Capital of the Company is TK. 20000000 ( Two Crore )
divided into 2000 ( Two Thousand ) Ordinary Shares of TK 10000 ( Ten Thousand )
each With power to increase or reduce the capital and to divide the share capital
into different classes and to attach thereto any special right or privilege or condition
as regard dividends, repayment of capital, voting or otherwise or to consolidate or
sub-divide the shares.
The Certificate of title to share and duplicate thereof whenever necessary shall be
PRELIMINARY
INTERPRETATION
PRIVATE COMPANY
BUSINESS
SHARE CAPITAL
SHARE CERTIFICATE
A LIMITED BY SHARES

7.
8.
9.
10.
11.
issued to the members under the common seal of the company and shall be signed
jointly by the Managing Director and any other Director of the Company. If any
share certificate is defaced, worn out, destroyed or lost, it may be re-issued on
such evidence being produced and such indemnity (if any) being given as the
Directors require and (in case of defacement or wearing out) on delivering of the old
certificate and on payment of such sum not exceeding Tk. 5.00 as the Directors
may from time to time determine.
The directors may from time to time make calls upon the members for any money
remaining unpaid on the shares held by them and no call shall be less than twenty
five percent of the nominal value of the shares. Each member shall subject to
receiving fourteen days notice specifying the time and place of payment, pay to the
company the amount called on the shares held by him, at the time and place so
specified in the notice. If the requirements of the notice are not complied with, any
share in respect of which the notice was given, may at any time thereafter be
forfeited by a resolution of the board of directors to that effect followed by a duly
verified declaration in writing.
The Directors may, with the sanction of the Company, in general meeting increase
the share capital by such sum to be divided 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 authorized and consent required
by law.
The Directors may, with the approval of the company previously given in a general
meeting increase the share capital of the company by the issue of new shares, such
increase is to be of such amount and be divided into shares of such respective
value as the company in general meeting shall direct and it no direction be given
then as the Directors of the company may think fit. The new shares shall be issued
upon such terms and conditions and with such rights and privileges attached
thereto as are consistent with the provisions of the Companies Act. 1994 or their
resolution creating the same shall direct.
The company shall have the first and paramount lien on all shares (other than fully
paid shares) for all money whether presently payable or not, called or payable at a
fixed time in respect of those shares. The company shall also have lien on all
shares(not being fully paid shares) registered in the name of a single person for all
moneys payable by him or his estate to the company. But the Managing Director of
the company may at any time declare any share to be wholly or in part exempt from
the provisions of this clause. The company's lien shall extended to the dividends
payable on the shares on which the company has a lien.
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. With the approval of the Board of Directors 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 value to be determined by the Board of Directors at
their discretion. The procedure ascertaining whether any member is willing to
CALL ON AND FORFEITURE
ALTERATION OF CAPITAL
INCREASE OF SHARE CAPITAL
LIEN
TRANSFER AND TRANSMISSION OF SHARES

12.
13.
14.
15.
16.
17.
purchase any share shall be determined by the Board of Directors at their discretion.
Every member desirous of transferring his/her shares shall at the first instance offer
the same to the existing members of the Company.
The Board of Directors may, from time to time, raise or borrow any sum or sums of
money for the Company from any person, bank, firms, companies and particularly
from any Director and may secure the payment of such money in such manner and
upon such terms and conditions in all respects as they think fit and in particular by
making, drawing, accepting or endorsing on behalf of the Company any promissory
notes or giving or issuing any other security of the Company or by mortgage or by
charge or by the perpetual or terminable and with or without a trust deed charged
upon all or any part of the property of the Company (both present and future)
including its uncalled capital for the time being.
There shall be at least one ordinary general meeting to be called the Annual General
Meeting every year. It should be held every 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 Annual General Meeting of the Company. The first
General Meeting shall be held within 18 months from the date of its incorporation.
The above meeting shall be called Annual General meeting and all the meeting of the
members of the company shall be called Extra ordinary General Meeting and presided
over by the Chairman of the company and in his absence by any of the Directors of
the Board as may be decided.
Subject to the provisions of section 87(2) of the companies Act not less than
fourteen days notice at least specifying the place, the day and the hour of the
meeting and in case of any special business the general nature so such business,
shall be given to such persons as are under the companies Act entitled to receive
notice from the company, and in such manner as may be prescribed by the company
in a general meeting. The accidental omission to give notice to or the non-receipt of
notice by any member shall not invalidate the proceedings at any general meeting.
2 (Two) members personally present shall be the quorum for any General Meeting.
No business shall be transacted at any General Meeting unless a quorum members is
present at the time at which the meeting proceeds to business.
On a show of hands every member present in person shall have one vote and upon a
poll every member present in person or by proxy or attorney shall have one vote for
every share held by him. On a poll, votes may be given either personally or by
attorney or by representative with a letter of authorization.
Unless Otherwise determined by the company in general meeting the number of
directors shall not be less than 2( Two ) and not more than 20( Twenty ).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.
1. Md Mustafizur Rahman
2. FARJANA AKTER
BORROWING POWERS
GENERAL MEETING
PROCEEDING AT GENERAL MEETING
QUORUM (AGM)
VOTE OF MEMBERS
DIRECTORS

18.
19.
20.
21.
22.
3. MD SHARIFUR RAHMAN
The qualification of a director shall be the holding of shares of the total nominal
value of Tk.2,00,000/= (Two Lac taka )only in the capital of the company in his/her
own name and not jointly with any other or others. The 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 any casual vacancy or as an addition to the board. The
remuneration of a director shall not be less than Tk.5,00.00 (Five hundred taka) only
for each meeting of the board of directors attended by him or her together with
such traveling and other allowances as may be actually incurred for attending the
meeting of the board of directors.
2 (Two) members present in person and qualified to vote shall form a Quorum in any
Board meeting. Whenever the Board of Directors think it necessary, it may call a
Board 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.
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.
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 Board of Directors 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, to any regulation to be inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in General Meetings,
which shall be valid and effectual.
Md Mustafizur Rahman will be the first Chairman of the Company. He will hold and
occupy this position for a period of 5 (Five) years until resigns voluntarily or
becomes disqualified under the provision of Companies Act. He will preside over all
the meetings of the Board of Directors as well as general meeting or extra-ordinary
general meeting. For the services to be rendered by the Chairman he shall receive
such monthly remuneration, allowances & other benefits as may be decided by the
Board of Directors.
QUALIFICATION SHARES
QUORUM (Board Meeting)
DISQUALIFICATION OF DIRECTORS
POWER OF DIRECTORS
CHAIRMAN

23.
24.
25.
26.
27.
28.
FARJANA AKTER shall be the first Managing Director of the Company for 5 (Five)
years from the date of incorporation of the Company and shall hold his position until
he resigns voluntarily or otherwise becomes disqualified under provision of Section
108 (1) of the Companies Act, 1994. For the services to be rendered by the
Managing Director he will receive such remuneration whether as salary or
commission or participation in the profits of the Company or partly in another as
decided by the Company in the general meeting held subsequent to his assumption
of office.
Subject to the control and supervision of the Board of Directors the Chairman &
Managing Director shall exercise the following powers:-
The Chairman & Managing Director will run the day- to- day affairs of the Company.
To generally manage all concerns and affairs of the Company to appoint employees,
officers, agents, advisers, organizers, engineers, scientists, technicians, labors,
servants, messengers, peons, guards . and others for the purpose of the Company,
to remove or dismiss them and to appoint others in their place and to pay or cause
to pay such salaries, wages, commission, allowances or other remuneration as may
be deemed fit and proper and in particular to sanction and spend the preliminary
expenses of the Company. To promote, demote, punish, sack, transfer or re-
designate any employee. To sign documents and cheques on behalf of the Company
or to delegate the power to any Director, officer, person or attorney and subject to
approval of the Board to give General Power of Attorney on behalf of the Company.
To borrow and raise any sum of money by loan or otherwise on mortgage or
hypothecation on such securities and terms as he may deem fit and execute, sign,
seal or deliver all necessary documents or do any act in this behalf. To purchase,
sell, left out, exchange, or otherwise dispose of absolutely or conditionally property
and asset of the Company for the purpose of the Company subject to the approval
of the Board of Directors. To settle, compound, submit to arbitration and/ or to
withdraw actions, accounts, claims, demands whatsoever whether arising in any
legal proceeding or not.
Subject to the approval of the Board of Directors purchase or otherwise acquire at
such prices and generally on such terms and conditions as he may deem fit any
property, right, privileges and concessions as the Company is authorized to acquire
and he may invest the reserve fund of the Company or dispose of the same on
behalf of the Company as he may deem fit and proper. To execute and to do, in the
name of the Company, all such deeds and things as are necessary for welfare of the
Company. To sign and to verify plaints, written statements, petitions, vakalatnamas
authorizing legal practitioners to act on behalf of the Company in all courts (civil,
criminal) within Bangladesh or abroad.
The Company shall open Bank Account with any Commercial Bank / Private Bank or
Financial Institutions and shall be operated by the Joint signature of the Chairman
And Managing Director of the company or as per resolution of the Board of
Directors. And provided that any Negotiable instrument whatsoever is the form must
be sign by the Chairman or Managing Director or executive director.
MANAGING DIRECTOR
POWER OF CHAIRMAN AND MANAGING DIRECTOR
BANK ACCOUNT
NOTICE

29.
30.
31.
32.
33.
34.
35.
36.
37.
When a notice is sent by post the service of the notice shall be deemed to have
been effected by properly addressing, prepaying and posting the letter containing
the notice, unless contrary is proved to have been effected at the time at which
the notice would be delivered in the ordinary course of post.
The Board of Directors may from time to time appoint any suitable and acceptable
person(s) as Advisor of the Company and fix up his remuneration.
An Auditor or Auditors shall be appointed sand his or their duties regulated in
accordance with Sections 210 and 212 the Companies Act 1994 or any statutory
modifications thereof for the time being in force. Every account when audited and
approved at a General Meeting shall be conclusive except so far as regards any
error discovered therein that before the audit for the next accounts and whenever
such error is discovered within that period shall be forthwith corrected.
No part of these Articles of Association shall be altered and nothing may be added
hereto unless approved by the Board of Directors and confirmed by a Special
resolution of the Company in General Meeting.
The company shall comply with the provision of Section 36 of the Companies Act,
1994 as the making of annual returns.
The Company may in General Meeting declare a dividend and no dividend shall
exceed the amount recommended by the Directors and no dividend shall be
otherwise than out of the profit of the Company for the year or from any other
undistributed profits. The Directors before recommending a dividend may set apart a
portion or the profit of the Company for the reserve fund, and they shall have the
absolute authority as to the employment of the reserve fund by way of
capitalization or otherwise. They may also transfer the whole profit to the reserve
funds.
The Company shall have a common seal and where the seal is affixed shall be
countersigned by the Managing Director or any other Director, if so authorized by
the Board, such seal and signature shall be conclusive evidence of the fact that the
seal has been properly affixed.
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.
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
ADVISOR
ACCOUNTS AND AUDIT
AMENDMENT OF ARTICLES
ANNUAL RETURNS
DIVIDEND AND RESERVE
COMMON SEAL
SECRECY
ARBITRATION

38.
39.
40.
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 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.
The chairman, Managing Director, the Director or any other officers and servants of
the company shall be indemnified by the company for all losses and expenditures
incurred by them in the discharge of their respective official duty, except their willful
acts, neglects or defaults. It shall be the duty of the company to pay out of its
funds in cash all such losses and expenditures incurred by them in the discharge of
their respective official duty, and the amount for which an indemnity has been
provided shall have priority over all other claims against the company.
If the Company shall be wound up and the assets available for distribution among
the members as such shall be insufficient to repay the whole of the paid-up capital,
such assets shall be distributed so that as nearly as may be the losses shall be
borne by the member in proportion to the capital paid-up or which ought to have
been paid-up at the commencement of the winding up, on the shares held by them
respectively. And if in a winding up the asset available for distribution among the
members shall be more than sufficient to repay the whole of the capital paid-up at
commencement of the winding up the excess be distributed amongst the members in
proportion to the capital at the commencement of the winding up paid-up or which
ought to have been paid up on the shares held by them respectively. But this clause
is to be without prejudice to the rights of the holders of shares issued upon special
terms.
On any sale of the undertaking of the company the Directors or the liquidators in a
winding up may, if authorized by an Extraordinary Resolution, accept fully paid or
partly paid up shares, debentures or securities of any other company whether
incorporated in Bangladesh or not other than existing or to be formed for the
purpose in whole or in part of the property of the company, and the Directors (if the
profits of the company permit), or the liquidators (in a winding up) may distribute
such shares or securities, or any other property of the company amongst the
members without realization or vest them in trustees for them, and any
Extraordinary Resolution may provide for the distribution or appropriation of the cash
shares or other securities, benefits or property otherwise than in accordance with
the strict legal rights of the members or contributors of the company and for the
valuation of any such securities or property at such price and in such manner as the
meeting may approve.
INDEMNITY
WINDING UP

We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Articles of Association and we
respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
Name : Md Mustafizur Rahman
Name : FARJANA AKTER
Name : MD SHARIFUR RAHMAN
Father's Name : Md Solaiman
Mother's Name : Shamima Begum
Address : Shikderpara, Gachbaria, Chandanaish
4371, Chittagong
E-mail : gmaxitlimited@gmail.com
Phone : 01619847001
TIN : 140301370432
NID/Passport No. : BE0097794
Father's Name : MOHAMMED ALI
Mother's Name : FERDOUS AKTER
Address : Gachbaria,Badurpara Rastar Matha,
Chandanaish 4371, Chittagong
Date of Birth : 14-APR-91
E-mail : mily@gmaxit.com
Phone : 01833940411
TIN : 129025288991
NID/Passport No. : 19911923101000039
Father's Name : MD NASIR UDDIN
Mother's Name : Rayhan ara begun
Address : Nishad Monzil Rumaliar Chora
Cox'sbazar 4700, Chittagong
E-mail : rahmansharif92@gmail.com
Phone : 01715446932
TIN : 415774903559
NID/Passport No. : 1984222240565377288
Chairman
Managing
Director
Director
1200
( One
Thousand
Two
Hundred
shares)
780
( Seven
Hundred
Eighty
shares)
20
( Twenty
shares)
1
2
3
sd/-
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Faridul Alam Name : Mohammad Tanvir
Plot 7 ,block A, Kolatoli, cox'sbazar
4700
Phone :
NID :
01975878810
Address: North Rumaliar Chora, Cox'sbazar
Sadar, Cox'sbazar 4700
01726229900
NID :
Phone :

GMAX IT LIMITED. REG NO: CH-13020/2019

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