Mr. Z
Address….
Dear Sir,
Subject: Vetting of the draft Memorandum of Association and Articles of Association of COMPANY 1 and COMPANY 2.
We refer to our earlier discussion and confirm having carefully studied and examined the papers and documents to us for our legal vetting in connection with the captioned subject and our observation in relation to the same is as follows;
COMPANY 1
| Page/ Clause/ Paragraph | Comments |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To borrow or raise loan and money from any bank and/or other financial institution or from any other source and to secure the payment of money by creation of mortgage or charge or any other manner as the company may think fit, with or without securities or by any other means as may be deemed expedient and to secure the repayment thereof or by mortgaging, hypothecating, pledging or otherwise charging the whole or any part of the property or assets of the Company, both movable and immovable. |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To borrow or raise or secure the payment of money in such manner as the company shall determine from time to time and in particular by the issue of debenture, debenture stock perpetual or otherwise. Mortgage or any other security charged upon the undertaking of the company or any part of its property (both present and future) including the uncalled capital and the rights of the company or with any such security and upon such terms as to priority or otherwise and generally to borrow money in such manner as may be agreed upon between the lender and to apply the same for all or any of the purposes of the company and to pay all interests, charges, commissions, fees, premiums, duties, costs, expenses penalties etc. in respect of or incidental to the loan or the loan transactions and to secure such payments and performance of all other obligations in all manners that may be required and/ or considered expedient.
|
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any business which the company is authorised to carry on or possessed or property suitable for the purpose of the company |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To do all or any of the above things in any part of the world and either as principal agent, contractor, trustee or otherwise and either alone or in conjunction with others and by or through sun-contractors, trustees or otherwise |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
Subject to provisions of the Company’s Act, 1994, to accept gifts and to give gifts and donations to create trusts for the welfare of the employees, members, directors and/or their dependents, heirs and children and for any deserving object and for other persons also and to act as trustees. |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To create and issue different classes of shares and to redeem cancel, accept, surrender of any shares |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To undertake and execute any trust, the undertaking of which may seem to the company desirable and either gratuitously or otherwise.
|
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To deposit and keep deposited the funds of the company in Banks or other places as may think fit by the company |
| Page -9
Article of Association |
Please delete the word [PRIVATE COMPANY] and replace by the “PRIVATE LIMITED COMPANY” |
| Page -21
Article of Association |
Please delete the Clause -62 of Arbitration and replace by as follows:
That All disputes and differences and claims and questions whatsoever which shall arise either during the continuance of the Company or afterwards either between the Directors hereto or their respective representatives or any account or liability between the Directors hereto, or as to any act, deed or omission of any hereto in any way relating to these presents, if the dispute is not settled amicably within 30 (thirty) days from the date of the dispute, shall be referred to arbitration of two arbitrators, one to be appointed by each party and a third arbitrator/umpire to be appointed by the mutual consent of the two arbitrators so appointed by the Directors. Such arbitration shall be in accordance with and subject to the provisions of the Arbitration Act, 2001. |
| General | Please file the Memorandum of Association and Article of Association with 30 days from date of Name Clearance.
|
| General | Government Fees for filing Memorandum of Association and Article of Association when authorized is Tk.25.00 crore
Registration Fees: Tk.1,26,225.00 Stamp Duty : Tk.10,500.00 |
COMPANY 2
| Page/ Clause/ Paragraph | Comments |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To borrow or raise loan and money from any bank and/or other financial institution or from any other source and to secure the payment of money by creation of mortgage or charge or any other manner as the company may think fit, with or without securities or by any other means as may be deemed expedient and to secure the repayment thereof or by mortgaging, hypothecating, pledging or otherwise charging the whole or any part of the property or assets of the Company, both movable and immovable. |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To mortgage the property (s) and assets of the Company as security for loan (s) and / or any credit facility (s) to be given to any associates Company (s) and/ or any concern (s) and / or third party (s) and also to stand surety and to give guarantee security liability (s) of such associate Company (s) and / or any concern and / or third party (s). |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To borrow or raise or secure the payment of money in such manner as the company shall determine from time to time and in particular by the issue of debenture, debenture stock perpetual or otherwise. Mortgage or any other security charged upon the undertaking of the company or any part of its property (both present and future) including the uncalled capital and the rights of the company or with any such security and upon such terms as to priority or otherwise and generally to borrow money in such manner as may be agreed upon between the lender and to apply the same for all or any of the purposes of the company and to pay all interests, charges, commissions, fees, premiums, duties, costs, expenses penalties etc. in respect of or incidental to the loan or the loan transactions and to secure such payments and performance of all other obligations in all manners that may be require and/ or considered expedient.
|
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any business which the company is authorised to carry on or possessed or property suitable for the purpose of the company. |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To do all or any of the above things in any part of the world and either as principal agent, contractor, trustee or otherwise and either alone or in conjunction with others and by or through sun-contractors, trustees or otherwise. |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
Subject to provisions of the Company’s Act, 1994, to accept gifts and to give gifts and donations to create trusts for the welfare of the employees, members, directors and/or their dependents, heirs and children and for any deserving object and for other persons also and to act as trustees. |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To create and issue different classes of shares and to redeem cancel, accept, surrender of any shares |
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To undertake and execute any trust, the undertaking of which may seem to the company desirable and either gratuitously or otherwise.
|
| New Paragraph | Please insert the following Clause after the existing clause of Memorandum of Association:
To deposit and keep deposited the funds of the company in Banks or other places as may think fit by the company |
| Page -8
Article of Association |
Please delete [PRIVATE COMPANY] and replace by the “PRIVATE LIMITED COMPANY” |
| Page -19
Article of Association |
Please delete the Clause -62 of Arbitration and replace by as follows:
That All disputes and differences and claims and questions whatsoever which shall arise either during the continuance of the Company or afterwards either between the Directors hereto or their respective representatives or any account or liability between the Directors hereto, or as to any act, deed or omission of any hereto in any way relating to these presents, if the dispute is not settled amicably within 30 (thirty) days from the date of the dispute, shall be referred to arbitration of two arbitrators, one to be appointed by each party and a third arbitrator/umpire to be appointed by the mutual consent of the two arbitrators so appointed by the Directors. Such arbitration shall be in accordance with and subject to the provisions of the Arbitration Act, 2001. |
| General | Please file the Memorandum of Association and Article of Association with 30 days from date of Name Clearance.
|
| General | Government Fees for filing Memorandum of Association and Article of Association when authorized is Tk.25.00 crore
Registration Fees: Tk.1,26,225.00 Stamp Duty : Tk.10,500.00 |
Should you have any further query, please do not hesitate to contact with MR. X or undersign. All the papers/documents referred to us are returned herewith.
Thanking you.
Yours faithfully,
_____________________
(A.M. Masum)
Barrister-at-Law
For: “The Lawyers & Jurists”