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1. The name of the CompanyB2L Agro Industries Ltd.
2. The registered office of the company is situated in:The
office is situated in the district of Sirajganj of Rajshahi
division and the vegetarian islocated in Kazipur thana of Sirajganj
district.
3. Area of Operation:The Industry will primarily in the district
of Sirajganj. It will however be freed to undertakesuitable
activities in other part of Bangladesh, if necessary in connection
with the work relatedto Sirajganj or if invited to do so by the
other district administration or an institution havingobjects
similar to its own. The head quarter of the company shall be in
Sirajganj.
4. The objective for which the Society is established are as
follows
i. To catalyse agro industrial growth in different parts of
Sirajganj based on principles ofecological sustainability, economic
efficiency and social equity.ii. To undertake or assist in
undertaking programmes for employment generation, growth
anddiversification of agriculture and other food based industries
to increase food production andexport of food products in both
primary and processed from including field of Horticulture,Animal
Husbandry, Fisheries, Poultry and other areas related with
food.iii. To organize technology transfer through training and
extension involving non-governmentorganizations, farmers
association.
iv. To sponsor specific and relevant research projects and
technology demonstration.v. To organize input material supply and
production services through public, private and co-operative
sector.vi. To identify and promote post harvest processing /
manufacturing units in the public, privateand co-operative
sectors.vii. To promote organization of marketing chains both for
domestic and export marketing.viii. To provide technology and
marketing support for the development of rainfed and droughtprone
areas and marginal land.ix. To create opportunities for skilled
employment in villages through biological softwareindustries such
as the manufacture of bio-fertilizer and bio-pesticides and
establishment of bio-mass refineries and promote agriculture and
bio-mass related business activities for foodsecurity and for
incremental incomes to producers in the context of liberalized
world trade in
food and agriculture commodities.x. To revive and strengthen
local institutions including, seed villages and producers
associationof the farming community as instruments of
decentralization / development process inagriculture sector.xi. To
organize the primary producers in suitable groups towards the
performance of activitiesrelated to the achievement of the
objectives of the industry.
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xii. To influence government policies for correcting the terms
of trade to make them favorablefor agriculture, thereby increasing
the flow of resources and augmenting the rate of capitalformation
in agriculture sector.xiii. To pave the way for establishment of
integrated producers organization with forward andbackward linkages
and to organize B2L Agro Industries Ltd. with forward and
backwardlinkage.
xv. To assist and promote programs aimed at conversation of the
environment and naturalresources.xvi. To help farmers / farmers
organization in setting up small agro based village industries.5.
Membership:
(a)Qualification to become members:
i. First member: Signatories of the Memorandum of Association
shall be the first member ofthe Society.ii. Members: All such
institution (farmers association) desirous of participating in the
affairsand business of the society can become members of the
society on admission by the Board ofManagement and by fulfilling
conditions as may be prescribed from time to time.
iii. Associate members: Co-operative Societies Corporate Bodies,
Non-residentBangladeshi, Foreign Companies and other organizations
involved in the functioning of thesociety may be admitted as
Associate members subject to conditions laid down by the Board
ofManagement. The Associate members shall have the right to attend
the general body meetingsof the society or any other meetings to
which they are invited, but shall not be entitled tovote.
(b)Subscription and donation etc:
Members and Associate members shall pay such subscription as may
be prescribed by the Boardof Management except the desired person.
All the members of the Board of Management shallbe included as
desired persons.
(c)Collection of fund :
The B2L Agro Industries Ltd. may receive gift, grants, donations
and benefactions from theGovernment or any other source in or
outside Bangladesh and the same shall be used by thesociety for
exercising its functions and discharging its responsibilities
subject to the conditionthat any acceptance from foreign agencies,
institutions and Government will be on such termsas may be
prescribed by the state.a. A Corpus fund of Rs. 1.00 crore will be
created with contribution by the promoter of thecompany.b. All
other sums of money that may be provided by the Government.c. All
subscription & charges received from the members.d. All sums of
money generated by way of grants and donations or any other manner
or fromany other sources.
(d)Control of funds :
I. The half of the corpus fund of Rs. 1.00 crore shall be
deposited with any agricultural bank asfixed deposit and shall not
be withdrawn except the interest accrued from the deposit.
Theinterest so accrued may be applied towards administrative or
other expenses of the society
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including expense incurred in the exercise of powers and
discharge or its functions or inrelation to any of the activities
referred to the rules of business. In emergent situation, thepart
of the corpus fund may be utilized for discharge of the functions
and responsibilities of thesociety or any of the activities
referred to the rules of business subject to the approval
anddecision of the Board of Management.II. All other sums of money
credited to the said fund subject to the regulation, if any made
in
this behalf be deposited with any nationalized bank or public
finance institutions approved bythe Board of Management.
6. Procedure of the General Meeting: (How many times in a year
theGeneral meeting will be held)
The company shall hold an annual general meeting at least once
in a year and not more than 18calendar months shall elapse between
the two successive annual general meetings. A notice ofat least 21
days in advance shall be given to the members of the society.
7. Place: (How many of the total members of the General body are
requiredto be present to form quorum of the General body
meeting)
Sirajganj shall be the venue of the meeting of the Board of
Management unless it is decided tohold it at any other place with
the express approval of the Chairman of the Board.The presence of
1/3 (one third) of the members of general body will form the quorum
of thegeneral body meeting.
8. Election procedure of the Executive Committee / Governing
Body /Managing Committee:
The Chairman of the Board of Management or his absence, the
Vice-Chairman shall preside over
the meeting of General body. If both the Chairman and the Vice
Chairman are not present,members present shall elect one person
from amongst themselves to chair the meeting.All matters in the
meeting shall be decided by majority of the members present. In
case votingis required each member of the Board have one vote and
in the event of a tie, the chairmanshall have a second or casting
vote.
9. Short description of the Executive body:
The B2L Agro Industries Ltd. has a Board of Management with the
following members 1. Board of Directors - Chairman2. Managing
Director, - Vice-Chairman3. Chief Financial Officer, - Member
4. Director procurement, - Member5. Director of Sales -
Member
10. The term of the Executive body:
(i) Nominated members of the Board shall hold office at the
pleasure of the Board. However, nomember shall be nominated for a
period of more than 5 (five) years at a time. Member sonominated
shall not be eligible for re-nomination for a second consecutive
term.
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(ii) The membership of person, who becomes a member of the Board
by reason of the office orpost he holds, shall terminate when
ceases to hold that office or post and his successors
shallautomatically replace him in the society.(iii) A nominated
member may at any time resign from the office by sending his
resignation tothe Chairman of the Board of Management. Such
resignation shall take effect the day it isaccepted.
11. Procedure of Re-election of the members of the Executive
Body:
The membership of the founder member will cease as and when a
person is transferred fromthe post. The new person taking over the
charge of the post will automatically be a member ofthe Board of
Management.12. Procedure of the meeting of the Executive body: (How
many times in ayear or months the meeting of the Executive body
will be held)
Meeting of the Board of Management of B2L Agro Industries Ltd.
shall be ordinarily held oncein every three months with the
approval of the Chairman of the Board of Management.
13. Quorum of the meeting of the Executive body: (How many of
the totalmembers of Executive body are required to be present to
form quorum ofthe Executive body)
The quorum of the meeting of the Board of Management shall be in
accordance with therelevant provision of the Rules of Business. The
presence of 1/3 (one third) of the Board ofManagement will form the
quorum of the Board of Management. If within 30 minutes from
timeappointed for the meeting, no quorum is present at any meeting
of the Board, the meetingshall be adjourned. The adjourned meeting
may be reconvened at the discretion of theChairman and no quorum
shall be necessary in that meeting and the members present
maytransact the business for which the meeting was called.
14. Expulsion of undesirable number:
A member of associate member shall cease to be a member by not
fulfilling the condition laiddown by the Board of Management or due
to reason adjudged by the Board of Management asinjurious the
functioning of the Company.
15. Other Business:
The Company can initiate other agriculture related business, if
the management thinksprospective like as; Importation or
manufacturing farming tools, Tractor, sewerage machine,fertilizer
production or can set up super shop in different region of the
country.
16. Capital :
The authorized share capital of the company is 2.00 crore where
as divided into 200,000 sharesof taka 100 each from which 1.00 is
totally paid up by the promoter of the company, with thepower to
increase or reduce the capital and to divide the shares for the
time being into severalclasses and attach thereto such qualified
for special rights, privileges and conditions as maydetermined by
the company and to vary, modify or abrogate any such rights and
conditions in
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such manner as from time be provided by the regulations of the
company and to consolidate orsubdivide the share and issue share of
higher or lower denomination.
16. Audit:
A qualified auditor will be appointed by the Board of Management
who shall audit the accounts
of the society at least once in a year and annual audit report
will be submitted to the Registrarof Societies regularly. The
accounts of the company shall at least once every year by audited
bya reputed Chartered Accountant appointed by the Board of
ManagementA copy of the audited accounts together wit the audit
report shall be submitted by the Board ofManagement to the general
body for approval.A copy of the audited account and audit report
for each financial year as approved by thegeneral body shall be
submitted to the government not more than six months after the end
thefinancial year.
17. Legal procedure:
The Company may sue or be sued in the name of the Board of
Directors as per provision laid
down under Company ACT. XVIII of 1994.
18. Dissolution:
If on holding up or dissolution of company there shall remain,
after satisfaction of all debts andliabilities, any assets or
property, they shall be dealt within such manner as the Government
ofBangladesh may determine. A certified copy of the Rules of
Company Act 1994 is filling alongwith Memorandum of Association. We
the undersigned persons, having associated ourselves forthe purpose
described in this Memorandum of Association do hereby unto the form
ourselvesinto a company.
We the several person whose names and addresses are subscribed
below, are desirous ofbeing formed into a company in pursuance of
this Memorandum of Association and werespectively agree to take the
number of shares in the capital of the company set opposite toour
respective names.
Name No. Of Shares Signature1. Mohammad Robiul Alam
S/O Mohammad Amjad Hossain &Sofia Begum.Address Kazipur,
Sirajganj
80000
2. Shahab UddinS/O Shahjahan MiajeeMorium Begum
Address Dhanmondi Dhaka
40000
3. Sumit Kumar KundoS/O Sukhendu Kumar KunduAddress Panchbibi,
Jaipurhat.
20000
4. Sifat ar RahmanD/O Major Mahtab (Red)Kohinur BegumAddress
Dhanmondi Dhaka
20000
5. Shamima Akhter 10000
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D/O Md. Shahidul KarimAnowara BegumAddress Kollayanpur Dhaka
6. Sikder Md. Nahidul HaqueS/O Monzurul HaqueMoriam Begum
Address Dhanmondi Dhaka
10000
7. Shewly AkterS/O Md. Salim KhanAnawara BegumAddress Lalmatia
Dhaka
10000
8. Sharmin Jahan BublyD/O. Sheikh Abdul Hai
Jobeda HaiAddress Green Road, Dhaka.
10000
