THE COMPANIES ACT, XVIII OF 1994 A PRIVATE COMPANY LIMITED BY SHARES Memorandum of Association Of A. B. C REFINERY (PVT) LTD. THE COMPANIES ACT, XVIII OF 1994 A PRIVATE COMPANY LIMITED BY SHARES Memorandum of Association Of A. B. C REFINERY (PVT) LTD. i. The name of the company is A. B. C. REFINERY (PVT) LTD. ii. The registered office of the company shall be situated in Bangladesh. ii. The objects for which the company is established are all or any of the following and all the objects will be implemented after obtaining necessary permission from the Government / Concerned authority / Competent authority before commencement of business 1. To carry on the business of Refinery and to undertake all other business in connection therewith. 2.
To set up Refinery with all modern technical know how and facilities in any part of Bangladesh. 3. To establish modern Oil Refinery and to carry on the business of Refining of Petroleum, Edible & other Oil and allied manufacture and do lawfully everything necessary and expedient in connection therewith. 4. To set up and establish a modern oil Refinery for purpose of Petroleum, Edible & other Oil Refining. 5.
To carry on the business on manufacturer, exporter, importer, supplier, buying, selling & marketing of all kinds of refined petroleum, Edible & other Oil and other allied Goods. 6. To own, establish or maintain shops, show-room, branches and /or agencies all over Bangladesh or elsewhere for sales, purchase, imports, export and distribution of all kinds of Refined Goods. 7. To manufacture, import, export, buy, sell, exchange, alter, improve, manipulate, prepare for market and otherwise deal in all kinds of
Refinery plant, machinery, stores, apparatus, spare parts, tools, utensils, chemicals, coal, substances, materials and things necessary and convenient for carrying on any of the above specified business or proceedings or usually dealt in by persons engaged in the like business. 8. To set up, establish and run oil mills, refinery, rice mills, flower mills, factories and plants for production of oil, butter-oil, ghee and to carry out business of manufacturers, refiner, preservation of oil, wheat, rice and their products by products. 9.
To establish of otherwise acquire by purchase or lease Oil Mill for making or processing edible oil and to carry on business in oil and oil cakes both locally and or importing or exporting oil, oil seeds and oil cakes. 10. To produce, refine, prepare and process grains, corns, oils, seeds, oil, cakes, barns and other produces of all kinds and for the purpose thereof to establish acquire, obtain, import, install and maintain any existing or new oil mills or any mills, mills, factories, plants, machinery or any component, part and accessories thereof. 1. To set up & establish Coconut & Mustered Oil Mills for production of Coconut & Mustered Oil & to carry on the business of Coconut & Mustered Oil as whole sellers, retailers, dealers, distributors, buyers, importers together with all or any of the Coconut & Mustered oil Mills for that purpose to purchase & procure machinery plant and tools & accessories locally and through import. 12.
To purchase, charter, hire or otherwise acquire Cargo, ship, vessels, aircrafts, boats, barges, containers, oil tankers and tankers and to employ the same for the convenience and handling, transportation of petroleum goods, container, passengers, crops, rice, corn, jute,, commodities made and unmade and all other Articles and thing between such port and from place to in any port of the world as may be issued expedient. 13.
To carry on the business of all kinds of Octane, Diesel, Lubricants, Mobil, Kerosene, Greases, Engine oil & other petroleum products buying, selling importing, exporting, distributing, marketing, producing, processing, preparing and to undertake all other business in connection therewith. 14. To Carry on the business of manufacturing, servicing, cleaning and refueling of motor vehicles of all kinds and tyers and for that, purpose open garages, service stations and petrol bunks for sale of petrol, diesel oil, lubricant oils of all kinds, and spares for motor vehicles and in general all things necessary for the bove purpose. 15. To set up and establish a modern petrol pump for the purpose of Octen, Diesel, Lubricants, Mobil, Greases & other petroleum products buying, selling, distributing and to undertake all other business in connection therewith. 16. To produce refined flour, atta, suji, and established the industry for the same. 17.
To set up and establish industry, factory, mills, workshop, modern and mechanized ceramic industry, textile mills, yarn dyeing mills, hosiery mills, rice mills, automatic rice mills, grinding mill, baling press, printing press, packaging industry, plastic industry, shoe factory, glass factory, engineering workshop, dyeing and printing industry, paper mills, hard board convert industry, re-rolling mills, chemical industry, molding factory, carpeting mills, food grains, food processing, juice factory, dairy firm, poultry farm, fishery of any nature as is profitable to the company. 18.
To carry on the related business with or without foreign collaborations in Bangladesh and open show rooms, offices in any part of Bangladesh or any other countries of the world. 19. To buy and sell in plant, machinery, provisions and other things capable of being used in connection with the business of the company. 20. To purchase, take on lease or in exchange, hire or otherwise acquire, any real and personal property and any rights and privileges which the company may think necessary or convenient for the purpose of its business and in particular any land, buildings machinery and easement plant. 1. To acquire and to take over from any individual, firm or company the goodwill, license, rights, privileges and other assets and liabilities belonging to the individual, firm or company or enter into agreement or contract with any individual, firm or company in Bangladesh or Foreign countries with a view to establishing any joint venture industry or enterprise. 22.
To appoint or engage experts, technicians, engineers, managers, secretaries, accountants, lawyers, economists, computer experts, officers, employees, workers, both skilled and unskilled and to dismiss remove any one of them and to re-appoint in the vacancies so caused with powers to fix up their remuneration, salary, wages and also to bring experts technicians and any one of them. 23.
To enter into any arrangements with the government, authorities, municipal, local or other bodies, that may seem conductive to the Company’s objects or any of them and to obtain from any such government or authority any rights, privileges, and concessions, which, the Company may think desirable to obtain, and to carry out/exercise and comply with any such arrangements, rights privileges and concessions in exchange of share of the Company. 24.
To enter into any partnership or into any arrangements fro sharing profits, union of interest, co-operation, joint venture or reciprocal concession, with any person or company carrying on or engaged in any business so as directly or indirectly to benefit this Company, and to advance money to guarantee the contracts of or otherwise assist, any such person or company and to take or otherwise acquire shares and securities of any such company and to sale, hold, re-issue, with or without guarantee, or otherwise deal with the same. 25.
To borrow or raise or secure the payment of money in such manner as the company may think fit from the capital markets in Bangladesh and abroad, banks and financial institutions and companies and individuals. 26. To draw, make, accept, endorse, discount, execute and issue promissory notes, bill of exchange, bills of lading and other negotiable instruments. 27. To sell or dispose of the undertaking of the Company, or any part thereof for such consideration as the Company may think fit and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this Company. 8. To do all or any of the above things as principal, agents, contractors, trustee, or other bodies and either alone or in conjunction with others. 29. To do all such other things and incidental or conductive to the attainment of the above objects. 30. To establish branch offices, sub-offices inside the country or abroad for conducting the business. iv. The liability of the Members is limited. v.
The authorized share capital of the Company is taka 1,00,00,000/- (taka one crore) divided into 1,00,000 (one lac) ordinary shares of taka 100/- (taka one hundred ) each with power to increase or reduce the capital and to divide the shares for the time being into several classes and attach thereto such qualified or special rights, privileges and conditions as may be determined by the Company and to vary, modify or abrogate any such rights, privileges and conditions in such manner as may from time to time be provided by the resolution of the Company and to consolidate or sub-divide the shares of higher or lower denomination.
We the several persons, whose names, addresses and descriptions are subscribed below, are desirous of being formed into a Private Limited 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 to our respective names: |SL |Names, addresses, nationality & Description of the |Numbers of shares taken by each|Signature of the subscribers | |No. Subscribers |Subscriber | | |1 |MD. MAHADI HASSAN | | | | |S/o. Late Shahid hossain |3250 | | | |M/o. Mrs.
Shahnaz begum |( Three thousand two hundred | | | |38 Goran, Dhaka 1219 |fifty ) shares | | | |Date of Birth: 28/11/1973 | | | | |Business, Bangladeshi. | | |2 |SHARIAR TAHA | | | | |S/o. M. R. A Taha |3250 | | | |M/o.
Late Irshad Taha |( Three thousand two hundred | | | |House – 14, Road – 9, |fifty ) shares | | | |Sector – 6, Uttora, Dhaka-1230 | | | | |Date of Birth: 01/10/1968 | | | | |Business, Bangladeshi. | | |3 |EHSAN YUSUF | | | | |S/o. Late Manjurul Haque |3000 | | | |M/o.
Shamsunnahar Begum |( Three thousand ) shares | | | |90/ A, Khilgaon, Dhaka 1219 | | | | |Date of Birth: 15/11/1969 | | | | |Business, Bangladeshi. | | |4 |QUAZI SARWAR RABBI | | | | |S/o.
Late Quazi Nurul Huda |4000 | | | |M/o Late Begum Fatema Huda |( Four thousand ) shares | | | |69, hill view R/A (2nd floor), | | | | |Nasirabad, Chittagong | | | | |Date of Birth: 30/11/1973 | | | | |Business, Bangladeshi. | | | |5 |MURAD MANNAN | | | | |S/o. Dr. Golam Mannan |3250 | | | |M/o.
Najma Mannan |( Three thousand two hundred | | | |House 46, Road 7/B, |fifty ) shares | | | |Block – H, Banani, Dhaka 1213 | | | | |Date of Birth: 09/02/1967 | | | | |Business, Bangladeshi. | | | |6 |MD. BELAYET HASSAN | | | | |S/o. Shamsul Alam |3250 | | | |M/o.
Nurjahan Begum |( Three thousand two hundred | | | |House 4/A , Road 71, |fifty ) shares | | | |Gulshan-2, Dhaka 1213 | | | | |Date of Birth: 26/02/1964 | | | | |Business, Bangladeshi. | | | |Total: 20,000 ( Twenty thousand ) Shares | Dated the ………………… day of …………………………. 2010 Names, addresses and occupations of the witnesses to the above signatories: 1. 2.