THE COMPANIES ACT, 1994
(A PUBLIC COMPANY LIMITED BY SHARES)
MEMORANDUM OF ASSOCIATION
N HOUSING FINANCE LIMITED
I. The name of the Company is ” N HOUSING FINANCE LIMITED”.
II. The Registered Office of the Company will be situated in Bangladesh.
III. The objects for which the Company is established and incorporated are :
1. To carry on the business of financing fully or partly the acquisition, by full down payment or payment by instalment, and/or the construction/development of houses, plots, apartments, shops, factories, commercial buildings, infrastructure and real/industrial estates for any purpose whatsoever.
2. To grant loan for the purpose of acquisition of land, purchase or construction of buildings for industrial, commercial, residential or any other purposes at an interest to be charged from time to time on such loan.
3. To provide loans for the purpose of extension and improvement of existing industrial, commercial and residential units.
4. To provide long/short term financing to companies, institutions and other corporate bodies for on-lending to their employees and/or for any housing programs implemented by such companies, institutions and corporate bodies.
5. To erect, construct, lay down, enlarge, alter and maintain any factories, buildings, warehouse, roads, sewers, bridges, reservoirs, shops, stores, work plants and machinery necessary or convenient for the Company’s business and to contribute to or subsidies the erection, construction and maintenance of any or all of the same.
6. To manage any industrial entity and furnish managerial, professional, technical and administrative advice to and assist in obtaining managerial, professional, technical and administrative services by any industrial, commercial and financial concern or person.
7. To take part in the formation, management or supervision or control of the business or operation, of any company, industrial, commercial, or financial undertaking.
8. To appoint technical partner(s), with or without equity contribution, from amongst reputable housing finance companies from abroad on such terms as may be determined by the Company.
9. To carry on business as merchants, importers, exporters, appraisers, valuers, factors (other than stock or share brokers or dealers in stocks or shares), commission and general agents and to purchase or otherwise acquire, and to sell, let or otherwise dispose of and deal in movable and immovable property of every description for the purpose of the business of the Company.
10. To receive, recover and pay interest, commission fees and other charges and brokerage in connection with the business of the Company.
11. To carry on the business of an investment company and for that purpose to acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stocks, bonds, promissory notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business of holding debentures, debenture stock, bonds, promissory notes, obligations and securities issued and guaranteed by any government, sovereign ruler, commissioners, public bodies or authority, supreme, dependent, municipal, local or otherwise in any part of the world.
12. To establish, support and maintain any research centres, training institutes, schools, laboratories, inspection centres or other institutions as may be calculated to be beneficial to the work of the company.
13. To negotiate loans of every description and to receive money in deposit, current account or otherwise with or without allowances of interest and to receive on deposit title deeds and other securities.
14. To buy, advance or sell all description of properties, and all descriptions of properties or merchandise and stocks, shares, bonds, mortgage, debentures or obligations the Company may think fit;
15. To re-issue any stock or share or other securities with or without the guarantee of the Company.
16. To set up or operate any subsidiary enterprise as may be considered proper by the Company.
17. To support, conduct and arrange training programs, seminars, workshops and meetings to promoting interaction amongst non- government, semi-government and government organisations, voluntary agencies and societies, local government bodies, institutions and individuals for attaining the objects of the Company.
18. To procure for the Company’s registration or recognition of the Government or any other concerned authority in the country or abroad, and take all such steps as may be necessary or expedient for enabling the Company to carry on with its functions properly.
19. To recruit and appoint any employees, consultants, experts for the Company and its programmes and projects or enter into any other agreement in this regard or to discontinue and terminate their services as deemed fit and proper by the Company.
20. To take over or acquire the business, including the capital assets and liabilities of any business concern within Bangladesh .
21. To guarantee, indemnify or become liable for the payment of money or for the performance of any obligation by any other company, firm or person and to give any kind of security for the payment of such money or the performance of such obligation by such other company, firm or person and generally to transact all kinds of guarantee business and counter guarantee business and for the aforesaid purposes to enter into any contract or contracts of suretyship either alone or with co-sureties and in any such contract suretyship to waive all or any of the privileges to which sureties are by law entitled, and to secure if necessary any obligation or obligations, undertaken by the Company as guarantor or co-guarantor or otherwise by mortgage, charge, assignment or otherwise of the whole or any part of the undertaking, property, assets, or revenue of the Company present or future including its uncalled capital.
22. To construct, reconstruct, erect, re-erect, improve, maintain, work, manage, carry out, control any manufacturers, warehouse, electric works, buildings, shops, offices, stores and other works and conveniences which may seem calculated directly to enhance the interests of the Company and to contribute to, subsidise or otherwise assist or take part in the construction, improvement, maintenance, working management, carrying out or control thereof.
23. To receive money on deposit or loan upon such terms as the Company may approve, to make advances to customers, clients and others, with or without security and upon such terms as the Company may approve.
24. To advance money with or without security, upon such terms as may be arranged, and also to make advances upon any securities or investments or on the security of any property whether movable or immovable or any interest therein, in Bangladesh or in any foreign country or state, and to manage, supervise, or control the business or operations of any company or undertaking, and for that purpose to appoint and remunerate any director, secretaries, accountants or other experts or agents.
25. To engage in any other business which may be deem necessary in the interests of or in any way related or incidental to the above business including such other additional business activities as may hereafter be permitted by the proper authorities to be undertaken by the Company.
26. To borrow or raise money and in any manner secure the payment of moneys for the purposes of or in connection with the Company’s business.
27. To mortgage and/or create charge on all or any of the movable and immovable property and assets, present or future, and all or any of the uncalled capital for the time being of the Company with and subject to such rights, powers, privileges and conditions as may be thought fit, debentures or debenture stock, either permanent or redeemable or repayable, and to make and issue other forms of security and collateral or further to secure any securities of the Company by a trust deed or other assurance.
28. To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities, and also by way of security for the performance of any contracts, or obligations of the Company or of its customers or other persons or corporations having dealings with the Company or in whose business or undertakings the Company is interested, whether directly or indirectly.
29. To manage, sell and realise any property which may come into the possession of the Company in satisfaction or part satisfaction of any of its claims.
30. To open any current account and obtain the facility of overdraft and cash credit or fixed deposit account with any banker, or merchants including the agents of the Company and to pay money from any such account.
31. To grant pensions, allowances, gratuities, bonuses, and other benefits to officers, ex-officers, employees and ex-employees (including directors and ex-directors) of the Company or its predecessors in business or the dependants or connections of any such persons to establish contribute to and maintain or concur or join with any other companies, corporations, firms or persons in establishing contributions to and maintaining trusts, funds, or schemes (whether contributory or non-contributory with a view to providing pensions, provident fund benefits, sickness or compassionate allowance, life assurance or other benefits for any such persons as aforesaid, their assurance or other benefits for any such persons as aforesaid, their dependants or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the directors, be calculated direct].y or indirectly to benefit the Company or its officers or employees, and to institute and maintain any club or other establishment or profit sharing scheme calculated to advance the interests of the Company or its officers or employees.
32. To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments and commercial or trading documents.
33. To invest and deal with the moneys of the Company not immediately required by the Company for the purpose of its business in or upon such investment or securities and in such manner as may from time to time be determined in another, or for such other consideration and generally on such terms as the Company may determine and to hold, dispose of or otherwise deal with any shares, stock or securities so acquired.
34. To enter into any partnership, arrangement or arrangements for sharing profits, union of interests, reciprocal concession, or co-operation with any company, firm or person (local or foreign) carrying on or proposing to carry on any business within the objects of this Company and to acquire and hold, sell, deal. with or dispose of shares, stock or securities of any such company and to guarantee the contracts or liabilities of, or the payment of the dividends, interest or capital of any shares, stock or securities of and to subsidise or otherwise assist any such Company.
35. To enter into any arrangement with any multilateral and bi-lateral foreign institution for raising the fund of the Company.
36. To purchase or otherwise acquire and undertake all or any part of the business, property and transactions of any person or company carrying on any business which this Company is authorised to carry on, or possessed property suitable for the purpose of this Company.
37. To establish or promote or concur in establishing or promoting any other company whose objects include the acquisition and taking over of all or any part of the business, undertaking, property, rights, assets, liabilities and transactions of the Company or the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of this Company, and to acquire and acquire and hold or dispose of shares, stock or securities of and guarantee the payment of the dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.
38. To establish and maintain such agencies in Bangladesh or in any other part of the world as may be necessary or useful for carrying on the business and objects of the Company.
39. To merge or amalgamate with any other Company whose objects are or include objects similar to those of the Company whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking, subject to the liabilities of this or any such other company as aforesaid, with or without winding-up, or by sale or purchase (for fully or partly paid- up shares or otherwise) of all or a controlling interest in the shares or stock of this or any other company as aforesaid or by partnership, or any arrangement of the nature of partnership, or in any other manner.
40. To distribute among the members in specie any property of the Company, or proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.
41. To adopt such means of making known the business of the Company as may seem expedient, and in particular by advertising in the press, on the radio and television, by circular, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations and by publicity/propaganda of all kinds and participating in one such or all of these activities.
42. To appoint, engage, employ, maintain, provide for and dismiss attorneys, agents, superintendents, managers, engineers, technicians, clerks, labourers and servants in Bangladesh or elsewhere and to remunerate any such persons at such rate and in such manner as shall be thought fit.
43. To enter into any arrangement with any Government or other authorities supreme, municipal, local, statutory or otherwise and to obtain from any such Government or authority all rights concessions and privileges that may seem conducive to the Company’s objects or any of them.
44. To promote, directly or by sponsoring subsidiary unit, property development covering technical services, financing and or management for activities such as land acquisition, land development, sites and services development, habitation planning development, and housing development.
45. To do all or any of the matters and things mentioned in the preceding sub-paragraphs in any part of the world and either as principals, agents, trustees, contractors or otherwise and either alone or in conjunction with others and either by or through agents, sub-contractors trustees or otherwise.
46. To obtain suitable life insurance policies from any life insurance company operating in Bangladesh in order to protect its interest against the death, disability or any other contingency of the borrower caused during the loan repayment period.
47. To pay all expenses incidental to the formation or promotion of this or any other company and to remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the p]acing of any of the shares in or debentures or other securities of the Company or in or about the promotion, formation, or business of the Company or of any other company promoted wholly or in part by this Company.
48. To do all such other things as are incidental or conducive to the above objects or any of them.
49. This Memorandum may be changed with prior permission of Bangladesh Bank subject to the provisions of the Companies Act, 1994.
It is expressly declared the several sub-clauses of this clause and all at the powers thereof are to be cumulative and in no case is the generally of any one sub-clause to be narrowed or restricted by any particularity of any other sub-clause, nor is any general expression in any sub-clause to be narrowed or restricted by any particularity of expression in the same sub-clause or by the application of any rule of construction ejusdem generis or otherwise.
And it is hereby declared that the word “Company” save when used in reference to this Company, in this clause, shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated, whether domiciled in Bangladesh or elsewhere.
IV. The liability of the members is limited.
V. The authorised capital of the Company is Tk. 200,00,00,000.00 (Taka two hundred crore) only divided into 2,00,00,000 (two crore) ordinary shares of Tk. 100.00 (Taka one hundred) each, with rights, privileges and conditions attaching thereto as are provided by the regulations of the Company for the time being, with power to increase and reduce the capital of the Company and to divide the shares in the Company for the time being several classes and to attach thereto respectively such preferential, deferred, qualified or special right, privileges or conditions as may be determined by or in accordance with the regulations of the Company and to very, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company.
We, the several persons whose names and addresses and descriptions are given below, are desirous of being formed into a Company, in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
|Name, addresses, nationality and description of subscribers||Number of shares taken by each subscriber.||Signature of subscriber.||Name, addresses and occupation of the witness.|
Dated the day of 1996.
THE COMPANIES ACT, 1994
(A PUBLIC COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
N HOUSING FINANCE LIMITED
1. The Regulations contained in the Schedule-1 to Companies Act, 1994 with respect to such provisions as are applicable to Public Limited Companies shall apply so far only as they are not negatived by or are not contained in the following Articles or any other Articles that may from time to time be framed by the Company.
2. Under this article unless there be something repugnant in the subject matter inconsistent therewith:
“Company” or “This Company” means N HOUSING FINANCE LIMITED.
“Companies Act” means the Companies Act, 1994 or any modification or re-enactment thereof for the time being in force .
“Office” means the registered office for the time being of the Company.
“Directors” means the Directors of the Company for the time being.
“Articles” means the Articles of Association of the Company as originally hereby framed or as altered from time to time by special resolution with prior permission from proper authority.
“Auditors” means the persons for the time being performing the duties of the auditor of the Company.
“Board of Directors” means the Board of Directors of the Company for the time being.
“Chairman” means the Chairman of the Board of Directors of the Company for the time being.
“Dividend” includes bonus shares.
“Government” means the Government of the People’s Republic of Bangladesh.
“Managing Director” means the Managing Director of the Company appointed hereunder with the approval of Bangladesh Bank.
“Month” means calendar month according to the English Calendar.
“Register” means the Register of Members to be kept pursuant to Companies Act, 1994.
“Shares” means for the time being of the capital of the Company.
“Proxy” includes attorney duly constituted or appointed under an instrument of Power of Attorney, proxy or other authority in writing.
“Special Resolution” or “Extra-ordinary Resolution” shall have the same meaning assigned thereto respectively in Section 87 of the Companies Act.
“Seal” means the Common Seal of the Company.
“Person” includes a body, body corporate, firm association, corporation, company as well as an individual.
“Proxy” includes attorney duly constituted under a power of attorney.
“In writing” or “written” includes printing, typewriting, lithography and any other mode of representing or reproducing words in visible form.
“Registrar” means the Registrar, Deputy Registrar or Assistant Registrar of Joint Stock Companies.
Words importing the persons shall include bodies, corporate and unincorporated, and the government.
Words importing the singular number shall include the plural, and vice versa.
3. The Company is a Public Limited Company, within the meaning of Clause (j) of section 2(1) of the Act.
COMMENCEMENT OF BUSINESS
4. The Company shall commence business from the date of issue of license by Bangladesh Bank or from any subsequent date as may be decided by the Board of Director.
5. The business of the Company shall include the several objects expressed in the Memorandum of Association or within its scope and meaning all matters incidental thereto or any one of them as the Directors in their discretion shall think fit.
6. The Authorised Share Capital of the Company is Tk. 200,00,00,000.00 (Taka two hundred crore) only divided into 2,00,00,000 (two crore) ordinary shares of Tk. 100.00 (Taka one hundred) each.
7. There will be three groups of shareholders comprising of Group A, Group B and Group C shareholders:
Group A Shareholders comprising of the Sponsors : _____% shares
Group B Shareholders comprising of public subscribers : _____% shares
and foreign financial institution
8. In event of transfer of shares by Group A Shareholders, the first option to purchase shall be given to other shareholders amongst Group A. If the shareholders in Group A declines the offer, the shares shall be offered to the general public.
9. The Group A Shareholdrs, except as otherwise unanimously agreed, shall not sell, transfer, assign or otherwise in any manner dispose of any of their shares in the Company for a period of three years from the date of incorporation of the Company.
ALLOTMENT OF SHARES
10. The Directors shall observe the restrictions as to allotment contained in Section 148 of the Act. The minimum subscription upon which the Director may proceed to allot shares upon a minimum subscription of ______________ shares of Tk.100.00 (Taka one hundred) each.
11. Subject to the provisions of the Act and these presents, the shares in the capital of the Company for the time being, including any shares forming part of any increased capital of the Company, shall be under the control of the Directors who may allot or otherwise dispose of the same or any of them to such persons in such proportion and on such terms and conditions and at such times as the Directors may think fit.
12. Subject to the provisions of the Act and these presents, the Directors may allot and issue shares in the capital of the Company as payment or part payment for any property or goods purchased or for machinery purchase of or be lent on the security of the shares of the Company.
13. No share of the Company shall be allotted unless fully paid before allotment.
14. Save as herein otherwise provided, the Company shall be entitled to treat the person whose name appears on the Register of members as the holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by law required, be bound to recognise any trust or equity or equitable, or contingent or other claim to or interest in such share on the part of any other person whether or not it shall have expressed or implied notice thereof.
15. The Company may at any time pay a commission to any person for procuring or agreeing to procure subscriptions whether absolute or conditional for any shares of the Company but the amount or rates of such commission shall not exceed two per cent (2%) of the price of the shares actually sold through brokers .
16. The Company shall keep a Register of Members and an Index of members in accordance with Section 34 and 35 of the Act.
17. The Register of Members and the Index of members shall be open to inspection by a member of the Company without any charge and to inspection by any other person on payment of a fee of Tk. 50.00 (Taka fifty)only for each inspection.
18. The Company, on request, shall send to any member, extracts of the Register of Members or of the list and summary required under the Act, on payment of Tk.10.00 (Taka ten) per standard page. Such extract shall be sent within the period prescribed by the Act.
MODIFICATION OF RIGHTS
19. Whenever the capital of the Company is divided into different classes of share the special rights and privileges attached to or belonging to any class of shares may subject of the provisions of the Act, be modified, commuted, affected or abrogated by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least three-fourth in nominal value of the issued shares of that class or is confirmed by the special resolution passed at separate General meeting of the holders of the shares of that class and all the provisions herein contained as to General Meeting shall mutatis mutandis apply to every such meeting, but so that the quorum thereof shall be five or more persons holding or representing by proxy two-fifth of the nominal amount of the issued shares of the class.
20. The certificate of title to shares and debentures shall be issued under the common seal of the Company and signed by the Managing Director or any Director(s) or any officer(s) of the Company so authorised by the Board.
21. Every member shall be entitled, free of charge, to one certificate for all the shares registered in his name. If any member shall required additional certificates, he shall pay for each additional certificate such sum not exceeding Tk._________ (Taka _________)only as the Directors shall determine. Provided that in case of share(s) held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. Every certificate of share shall specify the number and denoting numbers of the shares in respect of which it was issued and the amount paid-up thereon.
22. If a share certificate be worn-out, defaced, lost or destroyed it may be reissued on payment of such fee not exceeding Tk. ________ (Taka___________)only and on such terms as to evidence and indemnity and the payment of out of pocket expenses of the Company in investigating evidence as the Directors think fit.
23. The certificate of shares registered in the names of two persons shall be delivered to the person first named on the Register.
TRANSFER AND TRANSMISSION OF SHARES
24. The Company shall keep a Register of Transfers and therein shall fairly and distinctly enter the particulars of every transfer or transmission of any shares.
25. Subject to the provisions of Section 38 (3) & (6) of the Act no transfer of shares shall be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferee has been delivered to the Company together with the certificate or if no certificate is in existence, the letter of allotment of the shares. The instrument of transfer of any share shall specify the name and address both of the transferor and of the transferee, and the transferor shall be deemed to remain the member in respect of such share until the name of the transferee is entered in the Register in respect thereof. Each signature to such transfer shall be duly attested by the signature of one credible witness who shall add his address and occupation.
26. Application for registration of the transfer of a share may be made either by the transferor or the transferee provided that, where such application is made by the transferor, no registration shall, in the case of a partly paid share be effected unless the Company gives notice to the transferee in the manner prescribed by Section 38 (2) of the Act, and subject to the provisions of these Articles the Company shall unless objection is made by the transferee within two weeks from the date of receipt of the notice enter in the Register the name of the transferee in the same manner and subject to the same conditions as if the application for registration of the transfer was made by the transferee.
27. The instrument of transfer of any share shall be in writing in the usual common form, or in the following form or as near thereto as circumstances will admit.
N HOUSING FINANCE LIMITED
I, ………………………………………….. of ……………………………..(address and occupation) in consideration of the sum of Taka ………………………………………………………….. paid to me by……………………………………….. of ………………………………………………………….. (address and occupation), hereinafter called ” the transferee ” do hereby transfer to the said transferee ………………………………… share or shares numbered from …………….. ……………………. to ………………………………….. inclusive ……………………………………….. in the undertaking called N HOUSING FINANCE LIMITED, to hold unto the transferee, his executor, administrator and assign, subject to the several conditions on which I held the same immediately before the execution hereof, and I, the said transferee, do hereby agree to take the said share or shares subject to the conditions aforesaid.
As witness our hands the ………………………. day of ………………………………….199
Witnesses : Transferor
28. No transfer shall be made to an infant or persons of unsound mind but transfer can be made to any body corporate.
29. Every instrument of transfer shall be left at the registered office of the Company for registration accompanied by the certificate of the shares to be transferred and such other evidence as the Directors may require to prove title of the transferor or his right to transfer the shares, and upon payment of the proper fee, the transferee shall (subject to the Directors’ right to decline to register as hereinafter mentioned) be registered as a member in respect of such shares. The Directors may waive the production of any certificate upon evidence satisfactory to them of its loss or destruction or otherwise.
30. If the Directors refuse to register the transfer of any shares, the Managing Director shall within one month from the date on which the instrument of transfer was lodged with the Company send to the transferee and the transferor notice of the refusal.
31. All instruments of transfer, which shall be registered, shall be retained by the Company but any instrument of transfer which the Directors may decline to register shall be returned to the person depositing the same. Any instrument of transfer may be destroyed after such period as may be determined by the Board.
32. No fee shall be charged for transfer of shares.
33. The executors or administrators of a deceased member (not being one of several
joint-holders) shall be the only person recognised by the Company as having any title to the share registered in the name of such member, and in the case of death of any one or more of the joint holders of any registered shares, the survivors shall be the only persons recognised by the Company as having any title to or interest in such shares, but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him jointly with any other person. Before recognising any executor or administrator the Directors may require him to obtain a Succession Certificate or Letters of Administration or other legal representation as the case may be from some competent Court in Bangladesh having jurisdiction in the matter. Provided, nevertheless that in any case where the Directors in their absolute discretion think fit it shall be lawful for them to dispense with the production of a Succession Certificate or Letter of Administration or other legal representation upon such terms as to indemnity or otherwise as they in their absolute discretion may consider proper.
34. Any committee or guardian of a lunatic or infant member or any person becoming entitled to or to transfer shares in consequence of the death or bankruptcy or insolvency of any member upon producing such evidence that he sustain the character in respect of which he proposes to act under this Article or of his title as the Directors think sufficient may with the consent of the Directors, which they shall not be under any obligation to give, hereinbefore be registered as a member in respect of such shares, or may subject to the regulations as to transfer hereinbefore contained transfer such shares.
35. The Directors shall have the same right to refuse to register a person entitled by transmission to any shares or his nominee as if they were the transferee named in any ordinary transfer presented for registration.
36. Every transmission of shares shall be verified in such manner as the Directors may require and the Company may refuse to register any transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity.
37. On transfer or transmission of any share no fee shall be charged by the Company.
38. The Company shall incur no liability for giving effect to any transfer of shares made or purporting to be made by the apparent legal owner thereof as shown or appearing in the register of Members to the prejudice of any person having or claiming any equitable right title or interest to or in the same share, notwithstanding that the Company may have had notice of such equitable right title or interest or notice prohibiting registration of such transfer and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required or attend or give effect to any notice which may be given to them of any equitable right title or interest or be under any liability whatsoever for refusing or neglecting so to do though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Directors shall so think fit.
39. The transfer books and register of members may be closed during such time as the Directors think fit, not exceeding in total forty five days in each year and not exceeding thirty days at a time.
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
40. The Company may from time to time subject to these presents and the relevant provisions of law, in the General Meeting increase its share capital by creation of new shares of such amount as it thinks expedient upon such terms and conditions and with such rights and privileges as may be determined by the Board of Directors.
41. Subject to any direction to the contrary that may be given by the resolution sanctioning the increasing of share capital and any directive by the Government and/or Bangladesh Bank, all new shares shall before issue be offered to members in proportion, as nearly as circumstances admit to the amount of the existing shares then held by them. The offer shall be made by notice specifying the number of shares offered and limiting a time within which the offer if not accepted will be deemed to be declined and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of the same in such manner as they think most beneficial to the Company.
42. Except, so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered part of the original ordinary capital and shall be subject to the provisions herein contained with reference to subscription, transfer and transmission, voting and otherwise.
43. Subject to confirmation by the Court, the Company may by special resolution and with prior permission of Bangladesh Bank, if required, reduce its share capital in any manner authorised by the Act.
44. The Company may in the General Meeting by ordinary resolution and with prior permission of Bangladesh Bank, if required, alter the conditions of the Memorandum as follows:
(i) To consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.
(ii) To sub-divide its shares or any of them into shares of smaller amounts than originally fixed by the Memorandum.
(iii. )To cancel any shares which at the date of such general meeting have not been taken or agreed to be taken by any person and diminish the amount of the shares so cancelled.
45. Where two (2) or more persons are registered as the holders of any shares, they shall be deemed to hold the same as joint tenants with benefits of survivorship, subject to the following and other provisions contained in these presents:
(i) The Company shall. be entitled to decline to register more than three (3) persons as the joint holders of any shares.
(ii) The joint holders of any share shall be liable individually as well as jointly for and in respect of all calls and other payments which ought to be made in respect of such shares .
(iii) On the death of such joint holders the survivor(s) shall be the only person(s) recognised by the Company as having any title to the shares but the Directors may require such evidence of death as they may deem fit. Nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him jointly with any other person or persons.
(iv) Any one of such joint holders may give effectual receipt for any dividend or other money payable in respect of any such shares.
(v) Only the person whose name stands first in the Register of Members as one of the joint holders of any shares shall be entitled to take delivery of the certificate related to such shares or to receive notice from the Company and any notice given to such person shall be deemed effective notice to all the joint holders.
(vi ) Any one of two or more joint holders may vote at any meeting either personally or by attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint holders be present at any meeting personally or by proxy or by attorney then that one of such persons so present whose name stands first or higher as the case may be on the Register in respect of such shares shall alone be entitled to vote in respect thereof but the other or others of the joint holders shall be entitled to be present at the meeting. Several executors or administrators of a deceased member in whose (deceased member’s) sole name a share stands shall for the purpose of this clause be deemed joint holders.
46. The Directors may at their discretion borrow any sum(s) of money for the purpose of the Company subject to the provisions of these presents and any terms and conditions at any time imposed by Bangladesh Bank.
47. The Directors may raise and secure the payments of such sum(s) in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds (perpetual or redeemable) or any mortgage or charge or other security on the undertaking of the whole or any part of the property of the Company and the Directors may on behalf of the Company guarantee the whole or any part of any loans or debts incurred by the Company.
48. Any bond or other security issued or to be issued by the Company shall be under the control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company.
49. Any bond or other security may be made assignable free from any securities between the Company and the person to whom the same may be issued.
50. Any bond or other security may be issued at a discount premium or otherwise and with any special privilege as to redemption, surrender, drawing, allotment of shares, attending and voting at the general. meeting of the Company or otherwise whatsoever.
51. The Directors shall cause a proper register to be kept in accordance with the Act of all mortgages and charges specifically affecting the property of the Company and shall cause the requirement of any laws in that behalf to be duly complied with.
STATUTORY AND GENERAL MEETING
52. The Company shall within a period of not less than one month nor more than six months from the date at which the Company shall be entitled to commence business hold a general meeting of the Company, which shall be called the Statutory Meeting and in connection therewith the Directors shall comply with the provisions of Section 83 of the Act.
53. A general meeting of the Company shall be held within eighteen (18) months from the date of incorporation of the Company and thereafter once at least in every calendar year at such time and place as may be determined by the Directors provided that no interval longer than fifteen (15) months shall be allowed to elapse between each ordinary general meetings. Such General Meetings shall be called ordinary general meetings. All other meetings of the Company other than the Statutory Meeting, shall be called Extra-ordinary General Meetings.
54. The Directors may call an Extra-ordinary General Meeting whenever they think fit.
55. (i) The Directors shall on the requisition of the holders of not less than one-tenth (1/10th) of the issued capital of the Company call an Extra-ordinary General. meeting of the Company.
(ii) The requisition must be signed by the requisitionists and be deposited at the office of the Company and may consist of several documents in like form each signed by one or more requisitionists. In the case of joint holders of shares all such holders shall sign the requisition.
(iii) If the Directors do not proceed within twenty one (21) days from the date of the requisition being so deposited to cause a meeting to be called, the requisitionists or a majority of them in value, may themselves call the meeting but in either case, any meeting so called shall be held within three (3) months from the date of the deposit of the requisition.
(iv) Any meeting called under this article by the requisitionists shall be called in the same manner as nearly as possible as that in which meeting are to be called by the Directors.
56. Fourteen (14) days notice at least of every General Meeting, Ordinary or Extra-ordinary (other than a meeting for the passing of a Special Resolution) and by whomsoever called specifying the date, hour and place of the meeting together with a statement of the business to be transacted at the meeting and, in case it is proposed to pass an Extra-ordinary Resolution, the intention to propose such resolution as an Extra-ordinary Resolution shall he given to the persons entitled under and in the manner provided by these presents.
57. Where it is proposed to pass a special resolution, twenty one (21) days’ notice specifying the intention to propose the resolution as a Special Resolution and specifying the date, hour and place of the meeting and the nature of the business to be transacted thereat shall be given to the persons entitled under and in the manner provided by these presents.
58. With the consent of all members entitled to receive notice of meeting or to attend and vote at any such meeting a meeting may be convened by such shorter notice as the members may approve.
59. (i) Any accidental omission to give notice to or non-receipt thereof by any member shall not invalidate the proceedings or any resolution passed at any such meeting.
(ii)A director or member for the time being absent from his country of residence shall be deemed to have been properly notified if the notice is sent to his address registered with the Company.
60. A Director or member for the time being absent from his country of residing shall be deemed to have been properly notified if the notice is sent to his address registered with the Company.
PROCEEDINGS AT GENERAL MEETING
61. ________ members entitled to vote and present in person shall be a quorum for a General meeting and no business shall be transacted at any General Meeting unless the quorum requisite be present at the commencement of the business.
62. The chairman of the Board of Directors of the Company shall be entitled to take the chair at every General Meeting. In his absence or if at any meeting the Chairman is not present within half an hour after the time appointed for holding such a meeting or is unable to be present due to illness or any other cause or is unwilling so to act the Directors shall elect one of them to act as the Chairman of the meeting and in default of their doing so the members present shall choose one of the Directors to take the chair and if no Director is present or those present are not willing to take the chair the members shall choose one of the members to be the Chairman of the meeting.
63. If within half an hour after the time appointed for the holding of a General Meeting a quorum be not present the meeting if convened on the requisition of members shall be dissolved and in every other case shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place or to such other day, time and place as the Directors may by notice to the members appoint. If at such an adjourned meeting a quorum he not present those members present shall. form the quorum and may transact the business for which the meeting called.
64. The Chairman with the consent of the meeting may adjourn any meeting from time to time and from place to place.
65. The Directors shall subject to Article 64 have power to postpone any General Meeting except any General Meeting called pursuant or the provisions of Article 63.
66. Except as provided by these presents in the case of the Statutory Meeting no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place.
67. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll (before or on the declaration of the result of the show of hands) is demanded by any five (5) members or members holding not less than one tenth (1/10th) of the issued capital carrying voting rights and unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority, or lost and an entry to that effect recorded in the book of the proceedings of the Company, shall be conclusive evidence of the fact without further proof of the number or proportion of the votes recorded in favour of or against that resolution.
68. If a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman of the meeting directs and either at once or after an interval or adjournment and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. The voting right of share holders shall be strictly proportionate to the number of shares held by them respectively.
69. In the case of any equality of votes whether on a show of hands or at a poll, the Chairman shall be entitled to a casting vote in addition to his own vote.
70. Any poll duly demanded on any question of adjournment or otherwise shall be taken at the meeting and without adjournment.
71. The demand for a poll shall not prevent the continuance of a meeting for the transaction or any business other than the question for which the poll has been demanded.
72. Minutes shall be made in the books provided for the purpose resolutions and proceedings at General meetings and any such minutes if signed by the person who shall preside as chairman at the next succeeding meeting shall be receivable as evidence of the facts therein stated without further proof.
73. The books containing the minutes of proceedings of General Meeting shall be open to inspection of members during business hours subject to such reasonable restrictions as the Company may from time to time impose so that not more than 2 (two) hours in each day be allowed for inspection of any member without charge.
74. Any member shall at any time after 7 (seven) says from the meeting be entitled to be furnished within 7 (seven) days after he had made a request in that behalf to the Company, with a copy of any minutes referred to above at a charge not exceeding Tk.5.00 (Taka Five) for every one hundred (100) words .
VOTES OF MEMBERS
75. (i) Upon a show of hands every member entitled to vote and present in person or by attorney or proxy shall have one ( 1 ) vote .
(ii) Upon a poll every member entitled to vote and present in person or by attorney or proxy shall have one ( 1 ) vote for every share held by him.
76. A representative of a corporation which is a member of the Company duly authorised by a resolution of the Directors of such corporation may vote on a show of hand and on a poll as if he was an individual member of the Company. The production at the meeting of a copy of such resolution duly signed by a Director of such corporation and certified by him as being an true copy of the resolution shall] be accepted by the Company as sufficient evidence of the validity of his appointment.
77. Votes may be given either personally or by attorney or by proxy through any person(s) or in the case of corporation, by a representative duly authorised as aforesaid.
78. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney or if such appointor is a company or corporation, under its common seal or under the hand of a person duly authorised by such company or corporation in that behalf, or under the hand of its attorney who may be the appointor.
79. (i) No person shall act as a proxy unless the instrument of his appointment and the power of attorney or other authority if any, under which it is signed, or a notarially certified copy of that power or authority shall be deposited at the office at least forty eight (48) hours before the time for holding the meeting at which the person named in the instrument of proxy proposes to vote and in default, the instrument appointing the proxy shall not be treated as valid.
(ii) No attorney shall be entitled to vote unless the power of attorney or other instrument of his appointment as attorney or an notarially certified copy thereof has been registered in the records of the Company at any time not less than forty eight (48) hours before the time of such meeting as aforesaid.
(iii) Notwithstanding that a power of attorney or other authority has been registered in the records of the Company may by notice in writing addressed to the member or the attorney at least forty eight (48) hours before the meeting require him to produce the original power of attorney or authority and unless the same is thereupon deposited with the Company, the attorney shall not be entitled to vote at such meeting unless the Directors in their absolute discretion excuse such non-production and deposit.
80. If any such instrument of appointment be confined to the object of appointment of proxy or substitute for voting at the meeting of the Company, it shall remain permanently or for such time as the Directors may determine in the custody of the Company and, if embracing other objects a copy thereof, examined with the original shall be delivered to the Company to remain in the custody of the Company.
81. Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit be in the form or to the effect following :
N HOUSING FINANCE LIMITED
I, ______________________________________ of _______________________ being a member of __________________________________________________ do hereby appoint _________________________ of ______________________ or failing him __________________ of_________________ as proxy to attend and vote for me and on my behalf at the Ordinary or Extra-ordinary (as the case may be) General Meeting of the Company to be held on the day of _______199___ and/or at any adjournment thereof.
AS WITNESS MY HAND THIS
DAY OF _____________ 199 ___ Signed by the said member
82. No objection shall be made to the validity of any vote except at the meeting or poll at which such vote shall be tendered and every vote whether given personally or by proxy not disallowed at such meeting or poll shall be deemed valid for all purposes whatsoever of such meeting or poll.
83. The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.
84. Any member whose name is entered in the Register of Members of the Company shall subject to these presents at all General Meetings of the Company enjoy the same rights and be subject to the same liabilities as all other members of the same
BOARD OF DIRECTORS
85. Unless otherwise determined by the Company in the General Meeting, the number of Directors shall be not less than eight (8) and not more than twenty five (25). The aforesaid number of Directors may be reduced or increased by the Board of Directors from time to time.
86. The First Board of Directors of the Company shall be as follows :