This document is the Memorandum of Association for Advance Clothing Limited, a private company limited by shares in Bangladesh. It outlines 9 key objectives of the company: 1) To establish a 100% export-oriented ready-made garments factory for manufacturing various types of garments. 2) To carry out various businesses related to textiles and ready-made garments manufacturing, including knitting, weaving, spinning, and wholesale/retail sales. 3) To carry out businesses related to garments manufacturing, buying/selling fabrics and accessories, and importing/exporting. 4) To carry out real estate development, construction, and engineering businesses. 5) To carry out

1. THE COMPANIES ACT, 1994
( ACT XVIII OF 1994 )
( A PRIVATE COMPANY LIMITED BY SHARES )
MEMORANDUM OF ASSOCIATION
OF
ADVANCE CLOTHING LIMITED
I. The name of the Company is ADVANCE CLOTHING 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 the
Objects will be implemented after obtaining necessary permission from the Government
/concerned authority /competent authority before commencement of the business):
1. To set up and establish a 100% Export oriented Ready made garments factory for the
purpose of manufacturing various type of garments-Knitters, Trousers, Shirts, Children
wear, Female wear or standard sizes and quality made of cotton, tetron, nylon, artificial silk,
jeans, synthetic, wool, acrylic, Embroidery, Screen print, woven label, poly, carton all kinds
of garments Accessories, Buying house and also to buy, sell, import, export and otherwise
deal in all of sorts of yarn, fabrics and products and by products thereof and to set up
handlooms, power looms, knitting machines, hosiery machines for the weaving of all kinds
of textiles and for knitting and weaving any variety of cloths and fabrics.
2. To carry on all or any of the business of Knit Composite, spinners, weavers, hosieries,
manufacturers, exporters, importers, wholesale and retail dealer in Readymade Garments
textile, fabrics in all kinds, mill owners, dress makers, tailors, halters, clothings outfitters,
glovers, dry cleaners, dealers, in readymade garments cotton, silken and woolen goods,
jumpers and knitwear’s Buying House and leather garments, jerseys, hosiery garments,
panties and under garments of all sorts. To subscribe for purchase and hold any shares and
sell, assign or otherwise dispose of shares, stock, debenture or other interest of any other
company and to appoint agents and constitute agencies and to establish branch offices of
the company in Bangladesh or any other country whatsoever and to distribute all or the
property or assets of the company among the members in specific or kind in case of
dissolution or winding up of the company and to set up establish unit or units for the
manufacture of textile of readymade garments and arrange sell of these products in
Bangladesh and abroad.
3. To carry on all or any of the business of garments manufacturing, buying and selling of
fabrics both locally and abroad, buying and selling of packing materials, buying and selling
of buttons, sewing machines, electric motors tread, needle, dyes or manufacturing of any
other articles of a similar nature or analogous to the foregoing or any of them connected
there with and import and export of all other accessories related to garments industries. To
buy, sell, export, import, indent, promote and deal with sewing thread, collar bone,
embroidery thread, buttons, hooks, plastic clips, chains, labels, printed or plain boxes and
any other items those may be required for raw materials, packing materials and garments
industry both home or abroad and to act as Buying, i.e. buying and selling of Garments on
behalf of foreign principals and also Transferring LC’s and to import raw materials, spare
parts, machineries of all sorts for embroidering and other printing works.
4. To carry on the business of Housing, Real Estate, Land Developers, Builders, Erects
Engineers structural and Architecture designers and consulting, contractors, civil,
Interior & exterior design, soil investigation, piling work, supervision, Mechanical,
Electrical, Chemical and Metallurgical Engineers and consultants undertaking to
execute, contracts, to design, plan, build, fabricate, maintain, develop, improve work
dockyards, Sea ports, Air ports, gas works reservoirs electric company, heat and light
supply works, telephone works, stores and other like works and to contribute or

2. otherwise assist or take part in the construction, maintenance development, working
and management thereof.
5. To carry on the business of construction, buyer, seller of flats, plots, housing,
apartments, lands, building and the business, real estate, land developers, engineers,
architects contractors. And to undertake engineering design of lands, buildings,
factories, schools, colleges, universities, godowns, mills, roads, highways, bridge and
preparation of layout diagrams, plans, maps. To carry on the business of lands,
buildings, apartments, houses, plots, rooms, shopping mall, huts or other
accommodation constructed or to be constructed by the company for associations,
societies or members and other buyer or purchase and on their behalf to secure loans
from Government, House Building Finance corporation, Bank and other financial
institutions. And to carry on the business of builders and 1st
Class contractors.
6. To lay out, develop, construct, build, erect, demolish, re-erect, alter, repair, re-model or
do any other work in connection with any building or building scheme, roads, highways,
docks, ships, sewers, bridges, canals, wells, springs, dams, power plants, boors,
wharves, seaports, airports, river-ports, reservoirs, embankments, tramways, railways,
irrigation networks, reclamation projects, improvements, sanitary or any other
engineering or structural or architectural work of any kind whatsoever and for such
purpose to prepare estimates, designs, plants, specification or models and to such other
or any act that may be requisite therefore. To build, take on lease, purchase or acquire
any manner whatsoever any apartments, houses, flats, rooms, huts or other
accommodation for men or animals and to let or dispose of the same on installment
basis, rent, purchase basis, or by outright sale, whether by private treaty or by auction,
or in any other mode of disposal.
7. To purchase, acquire, take on lease, or in exchange or in any other lawful manner any
area, land, buildings, structures and to turn the same into account, develop the same
and dispose of or maintain the same and to make real estate projects or build
townships, markets, or other buildings or conveniences thereon and to equip the same
or any part thereof with all or any amenities or conveniences, drainage facility, electric,
telegraphic, telephonic, television installations and to deal with the same in any manner
whatsoever. To carry on the business of General Trading, Export and Import of all
Commercial permissible items, Dealers, Indentors, Broker, Manufacturing, Marketing
Agent, Commission Agents, Shipping Agent, Clearing and Forwarding Agent,
Contractor, General Supplier, Buying and selling Agent. Wholesale and Distributors
Dealers, Carrying of all and every kind of General and special products Computer,
Accessories and Network accessories and other computer and Internet related Product.
8. 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.
9. 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.
IV. The liability of the members of the Company is limited by shares.
V. The Authorized Share capital of the Company is Tk. 10000000 ( One Crore Only ) divided
in 100000 ( One Lac ) ordinary shares of 100 ( One Hundred Only ) 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.

3. 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.
Sl. Names, Addresses and description No. of shares Signature of Subscriber

4. No. of subscribers
taken by each
subscriber
1.
Name: ……..
Address:
Father's Name:
Mother's name:
Date of Birth:
E-mail:
Phone:
Tin:
Nationality:
Passport No.:
5000 shares
( Five
Thousand)
2.
Name:
Address:
Father's Name:
Mother's name:
Date of Birth:
E-mail:
Phone:
Tin:
Nationality:Bangladeshi
National Id:
5000 shares
( Five
Thousand)
3.
Name:
Address:
Father's Name:
Mother's name:
Date of Birth:
E-mail:
Phone:
Tin:724818153547
Nationality:Bangladeshi
National Id:
5000 shares
( Five
Thousand)
Total
15000 shares
( Fifteen
Thousand )
Witness 1: : Witness 2: :
Name : Name :
Address : Address :
Phone : Phone :
National Id : National Id :
THE COMPANIES ACT, 1994
( ACT XVIII OF 1994 )
( A PRIVATE COMPANY LIMITED BY SHARES )
ARTICLES OF ASSOCIATION

5. OF
ADVANCE CLOTHING LIMITED
PRELIMINARY
1.
EDIT
The Regulations contained in the schedule-1 of the companies Act , 1994 shall apply
to this company with respect to such provisions as are applicable to a Private Limited
Company , 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 framed by
the company.
INTERPRETATION
2.
EDIT
In construing of these Articles unless there shall be something repugnant in the
subject or context inconsistent there with :- a. "Act" means the Companies Act, XVIII
of 1994. b. "Company" means the " ADVANCE CLOTHING LIMITED." c. "Office"
means the Registered Office of the Company for the time being. d. "Year" means the
English Calendar year as followed by the Company. e. "Month" means the calendar
month according to the English Calendar year. f. "Directors" means the Board of
Directors of the Company for the time being. g. "Board" or "Board of Directors"
means the Board of Directors of the Company for the time being. h. "In Writing"
means written or printed, partly written and partly printed and includes lithography,
type printed and other means representing word in a visible form. Word imparting
the singular number only includes the plural number and vice versa. "Member"
means the legal owner the share name where of being appeared in the Members
register.
PRIVATE COMPANY
3.
EDIT
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 share, debenture of
the company; b. The number of members of the Company (exclusive of the persons
in the employment of the company) shall be limited to fifty; and c. The right to
transfer shares of the company is restricted in the manner and to the extent
hereinafter provided.
SHARE CAPITAL
4.
EDIT
The Authorized Share capital of the Company is Tk. 1,00,00,000.00 ( BDT One
Crore Only ) only divided in 1,00,000 ( One Lac ) ordinary shares of Tk. 100.00
(BDT One Hundred Only ) each. with power to increase or reduce the capital and
divide the shares for the time being into several classes and attach thereto such
qualified or special or special right, privileges and conditions in such manner as may
form time to time be provided by the provisions of the Act, and to consolidate or sub-
divide the shares and issue shares of higher or lower denomination.
BUSINESS
5.
EDIT
The business of the Company shall be commenced from the date of incorporation of
the company.
SHARE CERTIFICATE
6.
EDIT
The certificate of title to share and duplicate thereof whenever necessary shall be
issued to the members under the common seal of the company and shall be signed
by the Managing Director and 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

6. payment of such sum not exceeding Tk.5.00 as the Directors may from time to time
require.
CALL ON SHARES
7.
EDIT
The Board of Directors may from time to time, make calls upon the members in
respect of any moneys unpaid on other shares (Whether on account of the amount of
the shares or by way of premium), and each member shall, subject to being given at
least 14 days notice specifying the time or times and place of payment, any to the
company at the time or times and place so specified. the amount called on his
shares. A call may be made payable by installments or a call may be revoked or the
time fixed for its payment may be extended or postponed by the Board of Directors.
A call shall be deemed to have been made at the time when the resolution of the
Board of Directors authorizing such calls was passed. The Board may make
arrangements on the issue of shares for difference between the holders of such
shares in the amount of calls to be paid or at the time of payment or such call.
LIEN
8.
EDIT
The Company shall have a first and paramount lien upon all the shares (Not being
fully paid) Shares and such lien shall extend to all dividends from time to time
declared in respect of such shares. Regulations 9 to 11 inclusive of Schedule –1 of
the companies Act 1994 shall apply.
CALL ON AND FORFEITURE
9.
EDIT
Regulations 24 to 30 inclusive of Schedule-1 of the companies Act 1994 shall apply.
TRANSFER AND TRANSMISSION OF SHARES
10.
EDIT
No transfer of any share shall be made or registered without the approval of the
Board of Directors who may without assigning any reason decline to give any such
approval and shall decline any transfer involving contravention of clause 3(b) of
these articles. No share shall be transferred to any outsiders as long as any existing
member is willing to purchase the same at a fair value to be determined by the
Directors in a Board Meeting. The certificate of shares shall accompany the
Instrument of Transfer of shares for transfer of shares previously approved by the
Board of Directors. In the case of death of a member, the survivor where the
deceased was a joint holder, and the legal personal representative of the deceased
where he was a sole holder, shall be the only persons recognized by the company as
having any title to his interest in the shares, but this Articles does not release the
estate of a deceased sole/joint holder from any liability in respect of the said share.
INCREASE OF SHARE CAPITAL
11.
EDIT
The company by adopting resolution in the General Meeting from time to time may
increase its capital by creation of new shares of such amount as may be deemed
expedient. Where the Board decide to increase the Capital of the company by the
issue of further shares. such shares shall be offered to the members (in proportion to
the existing shares held by each of them) and such offer shall be made by notice
specifying the number of shares to which the member is entitled and fixing a time
within which the offer, if not accepted will be deemed to have been declined and
after the expiry of such time or on receipt of an intimation form the member to
whom such notice is given that he declines to accept the shares offered the Board of
Directors may dispose off the same in such manner as they think not beneficial to
the company.
BORROWING POWERS
12.
EDIT
The Managing Director may from time to time with the approval of the Board of
Directors may borrow from any source either from any commercial or schedule
banks, or financing institutions or firms any sum of money required for the purpose
of the company and secure the payment or repayment of such money so borrowed in

7. such manner and upon such terms and conditions in all respects duly approved by
the Board of Directors deemed fit in particular by hypothecation or charge on all or
any part of the property of the company (both present and future) including its
uncalled capital for the time being.
GENERAL MEETING
13.
EDIT
The general meeting of the company shall be held within eighteen months from the
date of incorporation of the company and thereafter once in every calendar year (not
being more than fifteen months after holding of the last preceding general meeting)
at such time and place as may be decided by the Directors of the company. The
above mentioned general meeting shall be called "ORDINARY GENERAL MEETING"
and all other general meeting of the company shall be called "EXTRA-ORDINARY
GENERAL MEETING". The Directors may at any time call an extra-ordinary general
meeting and an extra-ordinary general meeting may also be called on requisition
made by the shareholders in accordance with the provisions of section 84 of the
companies Act 1994.
PROCEEDING AT GENERAL MEETING
14.
EDIT
Subject to the provision of section 87(2) of the Companies Act, relating to special
resolutions at least fourteen days notice specifying the place, the day and the hour of
the general meeting and in case of special business, the general nature of such
business, shall be given to the members in such manner as may be prescribed by the
company in a general meeting, but accidental omission to give such notice, to or
non-receipt of such notice by any member shall not invalidate the proceedings of the
general meeting. A general meeting may, with the consent in writing of all the
member be convened by a shorter notice and in any manner they think suitable.
QUORUM (AGM)
15.
EDIT
2 ( Two ) members personally present shall form the quorum of any general
meeting. No business shall be transacted at any general meeting unless the quorum
of members is present at the time when the meeting proceeds to transact business.
VOTE OF MEMBERS
16.
EDIT
No member shall be entitled to vote unless all installments or calls or other sum or
sums presently payable by him, in respect of his holding of shares in the company
has been paid.
DIRECTORS
17.
EDIT
Until otherwise determined by the Company in General Meeting the number of
Directors shall not be less than 2 ( Two ) and not more than 50 ( Fifty ). The
following persons shall be the first and permanent Directors of the Company unless
any one of them voluntarily resigns the said office or otherwise removed theirfrom
under the provisions of Section 108(1) of the Companies Act, 1994.
1. MR………
2. ……………………..
3. ………………………….
QUALIFICATION SHARES
18.
EDIT
The Qualification of a Director of the Company shall holding in his/her name alone at
least 100 (One hundred) ordinary shares 100 . Each of the Company.
DISQUALIFICATION OF DIRECTORS
19.
EDIT
Every Director shall vacate his office in the event of: a) He is failing to obtain the
qualifying share. b) He becoming bankrupt or insolvent or on becoming unsound
mind. c) He resigning from the office by giving notice in writing to the company. d)
And if he acts in contravention of the section 86(f) of the Companies Act 1994.

8. QUORUM (Board Meeting)
20.
EDIT
2 ( Two ) Directors present in person shall form the quorum of board meeting. Until
otherwise determined by the Company in general meeting
POWER OF DIRECTORS
21.
EDIT
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
be 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
22.
EDIT
and done by the Company as are not forbidden by the states 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. The Board of Directors shall provide for the safe custody the
Company's Seal, Every instrument to which the seal is affixed shall be signed by the
Managing Director. Each Director shall be responsible for proper discharge of the
Company's business that may be entrusted to him/her by the Board.
CHAIRMAN
23.
EDIT
……… shall 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 1994. He will preside over all the meetings of
the Board of Directors as well as general meeting and extra-ordinary general meeting
.
MANAGING DIRECTOR
24.
EDIT
……………. shall be the first Managing Director of the company for 5 (Five) years or
as the Board may decide from time to time under section 110 of the companies Act
1994.
POWER OF CHAIRMAN
25.
EDIT
a. To generally manage all concerns and affairs of the company, to appoint and
employ officers, agents, organizers, experts, scientists, technicians, day laborer,
servants, and others for the purpose of the company and to remove or dismiss them
and appoint others in their place and to pay and allow to be paid to employee as
aforesaid such salaries, commission, wages or their remunerations as may be
deemed fit and proper and in particular to sanction and spend the preliminary
expenses of the company . b. To borrow or raise any sum of sums of money by loans
or otherwise mortgages or hypothecation on such securities or terms as he may
deem fit and execute sign and seal or deliver all necessary documents or do any
other act on that behalf subject to approval of the Board.
26.
EDIT
c. To demand sum or give effectual receipts and discharges of all kinds of covenant
agreement or contact or to take proceedings, in civil, criminal or otherwise or
recovery of such debt, money rent due, damage and compensation in respect of such
breach. d. To purchase or otherwise acquire for the company any property rights and
privileges such as the company is authorized to acquire at such price and generally
on such terms and conditions as he thinks fit subject to approval of the Board. e. To
establish branches, offices, agencies, sub-agencies in any part of Bangladesh or
elsewhere on such terms as he thinks fit and close the same. f. To sign cheque,
certificates and otherwise dispose of absolutely or conditionally any movable property
for the purpose of the company subject to the approval of the Board.
27. g. To purchase, sale, let, exchange or otherwise dispose of absolutely or conditionally

9. EDIT
any movable property for the purpose of the company subject to the approval of the
Board. h. To enter into any agreement or arrangements with any person or persons,
company or society or partnership for he efficient management and financing of
business of the company. i. To settle compound, submit to arbitration and
compromise and to withdraw all action, accounts, demands whatsoever, whether
arising in any legal proceedings or not. j. To grant any power of attorney, general or
special on behalf of the company, to any person or persons or to any company and
to have full power to authority to appoint one or more substitute to execute and
perform all or any such matters or things aforesaid.
28.
EDIT
k. To invest reserve fund or the company or dispose of the same on behalf of the
company as may deem fit. l. To execute and to do in the name of the company such
deeds and things as are necessary for the welfare of the company. m. To make
donation or give subscriptions to public or other useful object. n. To admit execution
of documents before any Registrar of Sub-Registrar. o. To sign and verify plaints,
written statements, petitions, promise, okalatnamas, authorizing legal practitioners
to act on behalf of the company in all courts-civil Criminal or Revenue.
POWER OF MANAGING DIRECTOR
29.
EDIT
a. To generally manage all concerns and affairs of the company, to appoint and
employ officers, agents, organizers, experts, scientists, technicians, day laborer,
servants, and others for the purpose of the company and to remove or dismiss them
and appoint others in their place and to pay and allow to be paid to employee as
aforesaid such salaries, commission, wages or their remunerations as may be
deemed fit and proper and in particular to sanction and spend the preliminary
expenses of the company . b. To borrow or raise any sum of sums of money by loans
or otherwise mortgages or hypothecation on such securities or terms as he may
deem fit and execute sign and seal or deliver all necessary documents or do any
other act on that behalf subject to approval of the Board.
30.
EDIT
c. To demand sum or give effectual receipts and discharges of all kinds of covenant
agreement or contact or to take proceedings, in civil, criminal or otherwise or
recovery of such debt, money rent due, damage and compensation in respect of such
breach. d. To purchase or otherwise acquire for the company any property rights and
privileges such as the company is authorized to acquire at such price and generally
on such terms and conditions as he thinks fit subject to approval of the Board. e. To
establish branches, offices, agencies, sub-agencies in any part of Bangladesh or
elsewhere on such terms as he thinks fit and close the same. f. To sign cheque,
certificates and otherwise dispose of absolutely or conditionally any movable property
for the purpose of the company subject to the approval of the Board.
31.
EDIT
g. To purchase, sale, let, exchange or otherwise dispose of absolutely or conditionally
any movable property for the purpose of the company subject to the approval of the
Board. h. To enter into any agreement or arrangements with any person or persons,
company or society or partnership for he efficient management and financing of
business of the company. i. To settle compound, submit to arbitration and
compromise and to withdraw all action, accounts, demands whatsoever, whether
arising in any legal proceedings or not. j. To grant any power of attorney, general or
special on behalf of the company, to any person or persons or to any company and
to have full power to authority to appoint one or more substitute to execute and
perform all or any such matters or things aforesaid.
32.
EDIT
k. To invest reserve fund or the company or dispose of the same on behalf of the
company as may deem fit. l. To execute and to do in the name of the company such
deeds and things as are necessary for the welfare of the company. m. To make
donation or give subscriptions to public or other useful object. n. To admit execution
of documents before any Registrar of Sub-Registrar. o. To sign and verify plaints,
written statements, petitions, promise, okalatnamas, authorizing legal practitioners
to act on behalf of the company in all courts-civil Criminal or Revenue.
ALTERNATE DIRECTOR

10. 33.
EDIT
Alternate Director may be appointed as per provision of section 101 of the
Companies act. 1994 while a Director of the Company may be removed as per
provision of section 106 of the companies act. 1994.
REMUNERATION OF DIRECTORS
34.
EDIT
The Chairman, Managing Director or any other Director working full time or part time
in the Company, shall draw such remuneration and other allowances and benefit as
may be determined by the Board of Directors of the Company from time to time.
DIVIDEND AND RESERVE
35.
EDIT
The Company in a General Meeting may declare dividend but no dividend shall
exceed the amount to be recommended by the Board of Directors and no dividends
be paid otherwise than out of the profits of the company for the year or of any other
undistributed profits. The Board of Directors shall be absolute discretion as to the use
and employment of the reserve fund and deprecation fund created out of the net
profits of the Company. Notice of any dividend that may be declared shall be given in
a manner as mentioned to the persons entitled to share therein.
COMMON SEAL
36.
EDIT
The Company shall have a common seal which will remain in the same custody of the
Managing Director and will be used only within the authority of the Board of
Directors.
BANK ACCOUNT
37.
EDIT
The Company shall open Bank Account with any commercial Bank/Banks and shall be
operated under the Joint Signature of the Managing Director and Director of the
Company or as per resolution of the Board of Directors.
ACCOUNTS AND AUDIT
38.
EDIT
The Directors shall cause to be kept proper books of account with respect to:- a. All
sums received and spent by the Company. b. All sales and purchases of goods and
services by the Company. c. The assets and liabilities of Company. The books of
account shall be kept at the registered office of the Company or at such place as the
Directors shall think suitable and shall be open to inspection by the Directors during
business hours. Once at least every year the accounts of the Company shall be
examined and the correctness of the profit and loss account and balance sheet
ascertained by one or more Auditors appointed for the purpose and the provision of
section 210 to 213 of the companies Act 1994.
DEEDS
39.
EDIT
As per decision of the Board of Directors. all kinds of Sales Deed, Purchase Deed,
Transfer Deed, Exchange Deed, Lease Deed, Partnership Deed, Joint Venture Deed
including all other deeds and document on behalf of the company to be signed by
one of the director (who is nominated by the board of Directors in a company
resolution) and the person or persons nominated by the company or land owner or
client or anybody with whom the deeds or agreement is signed for execution and use
common seal of the company if necessary.
ADVISOR
40.
EDIT
The Bord of Directors may from time to time appoint any suitable and acceptable
person(s) as Legal & Corporate Advisor of the Company. The Company in general
meeting shall fix the remuneration of the auditors & Legal Advisor except that they
fix the remuneration of auditor or Advisor appointed by the Board of Directors.
NOTICE
41.
EDIT
When a notice is sent by post the service of the notice shall be deemed to have been
effected by properly addressing, prepaying and pacing the letter containing the
notice, unless contrary is proved to have been effect of the time at which the notice
would be delivered in the ordinary course of post. A notice may be given by the

11. Company to any member either personally or by sending the same by post to him of
his registered address by advertisement in the local newspaper , circulating in the
neighborhood ofthe registered office of the Company to any member, may be signed,
written or printed.
SECRECY
42.
EDIT
The Chairman, Managing Director, Every Directors, officers, Employees, workers and
all other associates of the company shall act with due sincerity and maintain all
secrecy of the company as admissible under the Companies Act, 1994.
INDEMNITY
43.
EDIT
The Chairman, Managing Director, every Directors, officers, Employees, workers and
all other associates of the company shall be indemnified by the company from all
losses and expenses incurred by him or them if the same is incurred in good faith in
discharging their duties for the benefit of the company. In this case provision of
Companies Act, 1994 should also apply.
ARBITRATION
44.
EDIT
For Arbitration of any dispute if arises about the rules of this Articles of Association
between the company VS member or Member VS-Member, settlement should made
as per provision of Arbitration Act, 2001. However, Section 227 of the companies
Act. 1994 may also apply if necessary.
WINDING UP
45.
EDIT
Delete
Clause
45
The Company shall be wound up in accordance with the provision of section 234 of
the Companies Act, 1994.If the company shall be wound up the surplus assets shall
(subject to any right attached to any 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 of ordinary shares, and the excess (if any)k shall be distributed among the
members holding ordinary shares in proportion to the number of ordinary share held
by them respectively at the commencement of the winding up. If the company shall
be wound up, the liquidates may with the sanction of an Extra-ordinary resolution,
divide among the contributors in specie any part of the assets of the company.