Formation of a Public limited Company

All the praise is for Allah, the most merciful and beneficent, who blessed me with the knowledge, gave me the courage and allowed me to accomplish this assignment on the topic Formation of a new public limited company . To make this assignment I have got enough cooperation from many person. I am patiently thankful them I am especially indebted to my teachers for instilling in me enough knowledge to be able to carry myself efficiently during my studies. I am also thankful to AUB for giving me the opportunity of free internet browsing and library facility.

There are four steps in forming a public limited company that are 1. Initiation stage 2. Stage for preparing documents 3. Registration4.

Commencement stage

Initiation stage

STEP: 1 PRELEMINARY NAME SEARCHThe promoters can primarily select the name of their proposed company. It should not be similar with any existing registered company. I also select some name. STEP: 2 DEED OF SETTLEMENT/MINUTES OF THE FIRST MEETING The deed of settlement/minutes of the first meeting of the promoters may be prepared in plain paper and to be signed by all of them and amongst others it must contain the name, address and occupation with the proposed company who will apply for the clearance of name. STEP: 3 APPLICATIONS FOR NAME CLEARANCE According to company act 1994 When the promoters will desire to form a company, at first they will have to select its name will apply to the register with a fee of Tk. 100/-for each name along with the properly executed deed of settlement or the minutes of their first meeting. As a company secretary I dropped three names for my company that are given below 1:Raiyan agro industries ltd 2: Hazi agro industries ltd 3: Azmain agro industries ltd The company register office have selected that name as my company Hazi agro industries ltd

Stage for preparing document

1. The memorandum of association

2. Articles of association

Memorandum:

The memorandum of association is a document which contains the fundamental rules regarding the constitution and activities of a company . It is the main document of a company. It mainly includes name , address, purpose , capital, liability, power etc

As per the company Act, 1994 ( Act XVIII of 1994) Memorandum of Association Of

Hazi Agro industries ltd

1. Name: Hazi Agro industry limited

2. REGISTERED OFFICE : The registered office of the Company will be situated at Wickhams Cay 1, Road Town, Tortola, British Virgin Islands or at such other place within the British Virgin Islands as the directors may from time to time determine. 3. Objectives:i.

To carry on business of Multi-purpose Agro-based complex, Poultry farming, Fish Hatchery, Poultry Feed, Dairy, Fisheries, Duckery, Agriculture far

Cultivation of all kinds of Agro food, Plantation of Seeds, Nursery, Hatchery, Import, Export Marketing local or abroad. ii. To carry on the business of Fisheries of High Value Fish, Nursery, Hatchery, Hybrid seeds produce, rice seeds, Corn seeds, Potato seeds, Vegetables seeds & Water-melon seeds and other seeds business.

iii. To undertake or assist in undertaking program for employment generation, growth and diversification of agriculture and other food based production and export of food products in both primary and processed from including field of Horticulture, Animal Husbandry, Fisheries, Poultry and other areas related with food. 4 The liability of the members is limited, and no personal liability shall attach to any Member.5. The authorized capital of the company is70000000

BDT, divided Into 7000000 shares with a nominal or par value of BDT 10each. We, the several persons, whose names, addresses and descriptions are here to subscribed, 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 to our respective names:

Name & Address Md . Akhtaruzzaman, Uttara, Dhaka-1230 Md. Shafiqul Islam Savar, Dhaka Md. Nuruzzaman Kaliakoir ,Gazipur Md. Anowar Hossen Uttara , Dhaka Md. Azmain Haque Raiyan Gulsan, Dhaka Md. Azizul Haque Kaliakoir, Gazipur Md. Atiqur Rahaman Banani, Dhaka

Number of shares 1000000 1000000 1000000 1000000 1000000 1000000 1000000

Signature

Name & Address of witnessName & Address Md. Jahangir Alam

Signature

Kaliakoir, Gazipur 1703 Raqibul Islam Uttara , Dhaka Apu Sorkar Gulsan 1, Dhaka Md.Nurmohammad Kaliakoir, Gazipur 1703 Zakir Hossain Lalmatia, Dhaka Md. Hasan Milon Banani, Dhaka Md. Hasibul Islam Gulsan2, Dhaka

THE COMPANIES ACT 1994 (ACT. XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES Articles of Association of

Hazi Agro industry LTD.1 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 Public 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.

2 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. c. "Company" means the Hazi Agro industry LTD. "Office" means the Registered Office of the Company for the time being d. e. "Year" means the English Calendar year as followed by the Company. "Month" means the calendar month according to the English Calendar year.

f. g. h.

"Directors" means the Board of Directors of the Company for the time being. "Board" or "Board of Directors" means the Board of Directors of the Company for the time being. "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.

j.

"Member" means the legal owner the share name where of being appeared in the Members register.

The number of members of the Company are minimum 7 and maximum are limited by number of share

.

SHARE CAPITAL

The Authorized Share Capital of the Company is Tk. 7,00,00,000/- (Seven Crore) divided into 70,00,000 (Seventy Lac) Ordinary Shares of Tk.10/- each with power to increase or reduce the same value of its shares.

COMMENCEMENT OF BUSINESS The business of the Company shall be commenced from the date of incorporation of the company.

BORROWING POWER

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 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

14.

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".

DIRECTORS

Their shall be one chairman , one managing director and five others directors in the board of director POWER OF DIRECTORS

27.

The Management and control of the business of the company shall be vested in the Board of Directors who in addition to the powers and authorities by these presents or otherwise expressly conferred on them may exercise all such powers and do all such acts and things as may be exercised or done by the company and are not hereby or by the act expressly directed or required to be exercised or done the company in general meeting, but subject nevertheless to the provisions of the act and of these presents and to any By-law from time to time made by the Company in general meeting, provided that no regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

CHAIRMAN

Md. Anwar Hossen shall be the first Chairman of the Company for a period of 5 (Five) years from the date of incorporation. He will preside all over the meeting and supervision all the activities of the company.

MANAGING DIRECTOR

Md. Akhtaruzzaman shall be the first Managing Director of the company for a period of 5 (Five) years from the date of incorporation. His remuneration shall be fixed by the general meeting.

Winding upIt the company shall be wound up, the surplus assets shall (subject to any rights attached to special class of shares forming part of the share capital for the time being of the company) be applied first in the payment of the capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members holding ordinary share in proportion of the member of ordinary shares held by them respectively at the commencement of the winding up.