Index
1.DESCRIPTION OF COMPANY
2. NAME CLEARANCE CERTIFICATE
3. MEMORANDUM OF ASSOCIATION OF A R GROUP OF INDUSTRY
4. ARTICLE OF ASSOCIATION OF A R GROUP OF INDUSTRY
5. Form-I Declaration on Registration of Company
6. FORM VI Notice of situation of registered office
7. FORM IX Consent of Director to Act
8. FORM X List of Personal Consenting to be Directors
9. FORM XII PARTICULARS OF THE DIRECTORS, MANAGER AND MANAGING
AGENTSAND OF ANY THEREIN
10. Form XIV Declaration before commencing business in case of the
Company
11. Certificate of Incorporation
12. Certificate for Commencement of Business
13. Income Tax Certificate
14. PROSPECTUS OF S M GROUP OF INDUSTRY
15. SUBMISSION OF DOCUMENTS
16. REGISTRATION PROCESS
17. APPLICATION FOR REGISTRATION PROCESS OF COMPANY
18. NECESSARY DOCUMENTS FOR REGISTRATION
19. SUMMARY PROCESS
DESCRIPTION OF COMPANY
A R Group of Industry is a leading manufacturing company specializing in the
production of high-quality Motorcycle, Cycle & Car. Established in [year], the
company operates with a commitment to innovation, precision, and customer
satisfaction. With state-of-the-art facilities, a skilled workforce, and strict
quality control standards, A R group of Industry delivers reliable and cost-
effective solutions for both domestic and international markets. Our
operations span the full production cycle, including design, material sourcing,
fabrication, assembly, and packaging. We continually invest in advanced
manufacturing technologies and sustainable practices to ensure efficiency
and environmental responsibility.
Members of the Company :
There are total 7 members of the company. Namely-
1. Zubair Ahmed
2. Zahid Hasan
3. Shakil Reza
4. Abu Raihan
5. Arif Hussain
6. Faisal Ahmed
7. Abdul Hamid
A R group of Industry also conducts research, development, in all kinds of
bulk drugs, pharmaceuticals of every description. Its access, process, trade
and transfer technology in the field of Life Sciences, Tissue Culture, Molecular
Biology, Agro and Immune Technology, Bioinformatics, Genomics,
Proteomics, R & D, both basic and applied research as well as contract
development in the above relevant fields and to distribute, market, sell or
assign the intellectual property rights or the technology.
MEMORANDUM OF ASSOCIATION OF A R GROUP OF INDUTRY
THE COPANIES ACT 1994
(ACT XVIII OF 1994)
(A PUBLIC LIMITED COMPANY BY SHARES)
MEMORANDUM OF ASSOCIATION
OF
A R GROUP OF INDUSTRY
I. The name of the Company is “A R GROUP OF INDUSTRY”.
II. The Registered Office of the Company will be situated in .
III. The objects for which the Company is established are:
A. MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY
THECOMPANY ON ITS INCORPORATION:
1. To carry on business of Manufacturers, Designers,
Planners,Engineers, Consultants, Contractors, Fabricators,
Assemblers,Processor, Patentees, Dealers, and Traders, Importers
and Exportersof Industrial and Non Industrial Plants Machineries,
equipment’s, toolsstores and spares and to promote develop and
provide design plans,layout and technical knowledge, processes,
turnkey consultancy,engineering and allied services within and
outside Bangladesh. To carry on the business as manufacturers,
buyers, sellers,assembling or distributing processors, founders,
forgers, converters,fabricators, assemblers, importers, exporters,
agents, buyers, andsellers of all types of metal, alloys, castings,
automobile parts,machine tools, tractor parts, all types of
machinery, plant equipment,component, spares, tools, engineering
goods and accessoriesincluding zigs and fixtures, bolts and nuts,
screws of any size anddesign for motor vehicles, or components
parts thereof, chassismotors, buses lorries, omnibuses, engines,
locomotives; scooters,And other vehicle and component or motor
vehicle parts, Toolsimplements spare parts, accessories, materials
and otherwiseAnd processing, assembling, jobbing, fabricating,
manufacturing and marketing and dealers
2. To carry on the business of manufacturers, distributors, dealers
and agents, analytical chemists, chemical and medicinal
preparations, articles, compounds, surgical and scientific apparatus,
equipment, appliances, instruments and medical engineering goods
of varied descriptions.
3. To carry on the business of manufacturers, dealers and
distributors of fine chemicals, organic, inorganic and biochemical
substances or formulation, alkalis, acids, bases, solvents, alcohols,
ethers, aromatics etc., employing any process of 6halogenation,
hydrogenation, nitration, oxidation, reduction, calcination,
extraction, separation, distillation, dehydration, evaporation,
condensation, fermentation etc.
4. To conduct research, development, in all kinds of bulk drugs,
pharmaceuticals of every description, and / or demonstrate,
application, biotechnological and biochemical processes and
perform contract research in order to contribute to innovative
process technology development & Research on various
pharmaceutical and other related products and to put in continuous
efforts in discovering and developing new molecules as drugs in
pharmaceutical, biotech, healthcare, agriculture, marine and
industrial sectors, including development of products and
applications in Anti-microbial screening, Clinical pharmacology,
recombinant DNA products, genetic engineering products,
healthcare products, herb and herbal related products, Ayurveda
and Unani products, therapeutics, diagnostic kits, vaccines,
medicinal plants and extracts and active ingredients, industrial
enzymes, biotech and medicinal formulations, nutrients, bio
pesticides, bio insecticides, enzymes, animal feeds, and
biopolymers as well as bioinformatics, genomics and proteomics
and to create and license technology / intellectual property rights for
development of processes, products and services.
5. To develop, establish, maintain and aid in the development,
establishment and maintenance of laboratories, research stations,
containment facilities and programs for the purpose of effecting
improvement of all kinds of pharmaceuticals, Ayurveda and Unani
products, biotech products in medicine, animal feeds and to develop
new biotech, pharmaceutical and other areas of product lines useful
in pharmaceutical, healthcare, medicine and industry and also to
enter into Collaboration with various Indian/ foreign Companies in
the field of research in order to meet global challenges and to
Conduct National/ International collaborative research in various
pharma products, Ayurveda and Unani products, curriculum and
media development and to conduct study of sociological aspects of
drug use and abuse and rural pharmacy, etc. including conducting
programs in pharmaceutical management.
6. To access, process, trade and transfer technology in the field of
Life Sciences, Tissue Culture, Molecular Biology, Agro and Immune
Technology, Bioinformatics, Genomics, Proteomics, R & D, both
basic and applied research as well as contract development in the
above relevant fields and to distribute, market, sell or assign the
intellectual property rights or the technology in respect of the
products or processes or patented process, of the pharmaceuticals
of every description, biotechnological nd biochemical processes
developed to any other individual, firm, body corporate for a lump
sum payment, royalty, technical fees, know-how fees or any other fee
etc.
B. OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF
THE MAIN OBJECTS: 1. To acquire and hold shares in any other
company and to pay for properties, rights, or privileges acquired by
this company, either in shares of the Company or partly in shares and
partly in cash, or otherwise, and to give shares or stock of this
Company in exchange for shares or stock of any other company or
person.
2. To negotiate loans, draw, accept, endorse, discount, buy, sell and
deal in bills of exchange, promissory notes, bonds, debentures,
coupons and other negotiable instruments and securities.
3. To receive money, securities and valuables of all kinds on deposit
at interest or for custody on such terms and conditions as may be
expedient.
4. To borrow or raise money and secure and discharge any debt or
obligation of binding on the Company in such manner as may be
thought fit, and in particular by mortgage of the undertaking and all
or any of the immovable and movable property, (present or future)
and the uncalled capital of the Company, or by the creation and
issue, on such terms as may be thought expedient, of debentures or
debenture stock, perpetual, or otherwise or other securities of any
description.
5. To employ experts to investigate and examine into the condition,
management, prospects, value, character and circumstances of any
business, concerns and undertakings and generally of any asset,
property or rights.
6. To give guarantees and in particular to guarantee the payment of
any principal moneys, interest or other moneys secured by or
payable under any debentures, bonds, debenture stocks, mortgages,
charges, contracts, obligations and securities and the payment of
dividends and the repayment of the capital of stocks and shares.
7. To purchase, take on lease or in exchange, hire and otherwise
howsoever acquire any immovable property or movable property,
patents, licenses, rights and privileges which the Company may think
necessary or convenient for the purposes of its business and in
particular any land, tenements, buildings and easements and to pay
for same either in cash or in shares or securities and to sell, let, lease
or under lease or otherwise, dispose of or grant right over any
immovable property belonging to the Company.
8. To purchase or otherwise acquire, erect, maintain or reconstruct
any buildings, offices, workshops, mills, plants, machinery and other
things found necessary or convenient for the purposes of the
Company.
9. To undertake and execute any trusts and also to undertake and
execute the offices of Executor of the will of any deceased persons,
administrators of any deceased persons, trustees for debenture
holders or debenture stock holders of any Company and of Receiver,
Treasurer, to appoint trustees, to hold securities on behalf and to
protect the interests of the Company.
10. To open current or other accounts with any banks or merchants,
to pay money into and draw money from such accounts.
11. To amalgamate, enter into partnership or make any
arrangements for sharing profits, union of interests, co-operation,
joint venture or reciprocal concession, or for limiting competitions
with any individual, persons or company carrying on or engaged in or
about to carry on or engage in any business or transaction which the
Company is authorized to carry on.
12. To distribute any of the Company’s property among the members
in specie, subject to the provisions of the Companies Act, 1956 in the
event of winding up.
13. To form, promote, subsidize, organize and assist or aid in
forming, promoting, subsidizing, organizing or aiding companies,
syndicates, or partnerships of all kinds for the purpose of accepting
and undertaking any property and liabilities of this Company, or for
advancing directly or indirectly the objects thereof.
14. To acquire, purchase, takeover and/or amalgamate business of
companies which under existing circumstances, from time to time,
may conveniently or advantageously be combined with the business
of the Company, to amalgamate with companies whose business are
so acquired, purchased or taken over and/or to enter into agreement
with the object of acquisition of such undertakings and/or business
15. To invest in Government securities or in other securities
including bills of exchange, acceptance, as may from time to time be
determined by the directors and from time to time to sell or vary all
such investment and to execute all assignments, transfer, receipts
and documents that may be necessary in that behalf.
16. To sell, lease out and in any way or other manner deal with or
dispose of the undertaking or property of the Company, or any part
thereof, for such considerations as the Company may think fit, and in
particular for shares, debentures and other securities of any other
company having objects altogether or in part similar to those of the
Company.
17. To pay all costs and expenses incurred or sustained in or about
the promotion, incorporation and establishment of the Company, or
which the Company shall consider to be preliminary out of the funds
of the Company.
18. To sell, dispose of, or transfer the business, property and
undertakings of the Company, or any part thereof, for any
consideration which the Company may deem fit to accept.
19. To enter into partnership or into any arrangement for sharing
profits, amalgamation, union of interest, co-operation or otherwise
with any person/persons or company carrying on, or about to carry
on or engaged in any business undertakings or transaction which the
Company is authorized to carry on and to lend money to guarantee
the contracts or otherwise assist any such person, firm or company,
and to place, take or otherwise acquire and hold shares in any such
company.
20. To establish and support or aid in or otherwise contribute to the
establishment and support of associations, institutions, provident
and other conveniences calculated to benefit employees or the ex-
employees of the Company or its predecessors in business or the
dependents of such persons and to grant pensions and allowances
to make payment towards insurance.
21. To provide for the welfare of the directors, officers, employees
and ex-directors, ex-officers, and ex-employees of the Company and
the wives, widows and families of such persons, by building or
contributing to the building or house, dwelling or crawls by grants of
money, pensions, allowances, bonus or other payments or by
creating and from time to time subscribing or contributing to
provident or other associations, institutions, funds or trusts and by
providing or subscribing or contributing towards places of
instructions and recreation, hospitals and dispensaries, medical and
other attendance and other assistance as the Company shall think
fit, and to subscribe or contribute or otherwise to assist or to
guarantee money to charitable, benevolent, religious, scientific,
national or other institution and objects which shall have any moral
or other claim to support and by the Company either by reason of
locality of operation or of public and general utility or otherwise.
22. To donate, contribute, subscribe, promote, support or aid or
otherwise assist, guarantee money to charitable, benevolent,
religious, scientific, national, public or other institutions, funds or
objects or for any public objects.
23. To assume such social responsibilities and obligations as may
from time to time be decided depending upon the ideologies and
social values prevalent at that time and to assist the Government in
achieving its various socio-economic goals in any manner as may
from time to time be decided.
24. To undertake and carry on and engage in executing all kinds of
financial, commercial, trading, hiring, purchasing, selling, importing,
exporting and other operations in connection with the above objects,
either alone or in conjunction with any other business-house doing
similar business, on its own or on a commission basis.
25. To generate, produce, buy, sell, resell, acquire, transmit,
distribute, protect, supply or power plants, solar power plants,
captive power plants and any other power plants based on any
source of energy as may be developed or invented in future.
C. OTHER OBJECTS:
1. To carry on the business of manufacturing, buying, selling, re-
selling, exchanging, altering, importing, improving, assembling or
distributing or dealing, in motor vehicles, trucks, tractors, chassis,
motor cycles, buses, lorries, passenger buses, omnibuses, engines,
locomotives, turbines, tanks, ships, boats, barges, launches, aero
planes, airships, seaplanes, balloons and aircraft of every
description and other vehicle and components or motor vehicle
replacement parts, tools, implements, spare parts, accessories,
materials and products of every description and to undertake repairs
and servicing and/or deal in the aforesaid terms.
2. To act as management consultants and provide advice, services,
consultancy in various fields, general administrative, commercial,
legal, economical, labor, industrial and public relation, scientific,
technical, medical, direct and indirect taxation and other levies,
statistical accountancy, quality control and data processing.
3. To carry on the business of an investment company in all its
aspects and branches and for that purpose to acquire, purchase,
exchange, underwrite, guarantee, subscribe, hold, sell, trade,
hypothecate and deal in shares, stocks, debentures, debenture
stocks, bonds, obligations, units, securities and other investments
issued, sold, transferred or guaranteed by any company or by any
Government in India or outside India, public body, municipal
authority, local authority or otherwise, whether issued in India or
elsewhere and from time to time, sell and vary the same and also to
act as financiers, investors, promoters, finance and share brokers
and undertake and execute any trust for the above.
4. To carry on business of real estate and development in all its
branches, to buy lands, buildings, purchase and otherwise acquire
any lands, buildings, and structures or interest or rights therein and
to develop such lands into building sites and/or construct, hold and
let out, sell plots of land and buildings, apartments and structures.
5. To carry on the business of general merchants, industrial
financiers, contractors, importers, exporters and to undertake and
transact all kinds of selling agency and other agency or business
which an ordinary individual may legally undertake.
6. To carry on the business as manufacturers, merchants, traders,
commission agents, brokers, or in any other capacity in India or
elsewhere and to import, export and buy, sell, barter, exchange,
pledge, mortgage, advance upon or hold in lieu or otherwise deal in
goods, produce, articles and merchandise, of any kind.
7. To acquire, lease or lend sophisticated office machineries such as
computers, tabulators, addressing machines and other equipment
and leasing or lending such equipment for providing service of these
machines to various clients.
8. To manage, assist and/or to provide know-how for managing
Industrial Enterprise, Hotels and Restaurants.
9. To carry on and undertake any business, undertaking, transaction
of operation commonly carried on or undertaken by promoters,
financiers, concessionaires and contractors.
10. To act as Selling Agents of manufacturing companies, publicity
and Advertising Agents and also to provide specialized services in
investor relations, relating to the above objects.
11. To act as managers and/or Registrars to public issues of other
companies, carry on the business of Issue House for shares,
debentures and bonds and act as investment advisers, financial
advisers, to individuals or companies or advice on portfolio
management to corporations, companies or individuals.
12. To transact or carry on all kinds of agency business and in
particular in relation to the investment of money, the sale of property
and the collection and receipt of money.
13. To carry on business of Travel Agency and to act as tourist agents
and contractors and to facilitate travelling and to provide for tourists
and travelers, or promote the provision of conveniences of all kinds.
14. To carry on business as proprietors and publishers of
newspapers, journals, magazines, book and other literary works and
undertakings.
15. To carry on all or any of the business of printers, Stationers,
lithographers, type founders, stereotypes, photographic printers,
photo lithographers, chromolithographers, engravers, die-sinkers,
book binders, designers, draughtsman, paper and ink
manufacturers, book-sellers, publishers, advertising agents,
engineers and dealers in or manufacturers of any other articles or
things or any of them or concerned therewith.
16. To carry on the business as timber merchants, saw mill
proprietors, furnishers, and buy, sell, grow, prepare, for market,
manipulate, import, export and deal in timber of all kinds and to
manufacture and deal in articles and furniture of all kinds.
17. To carry on the business of exporters and importers, function as
Export Houseand deal in all varieties of commodities and for this
purpose to also engage in ancillary services such as shipping,
forwarding, road transport, inland transport.
18. To carry on in all their aspects and branches the business of
general finance, safe deposits and guarantees, including hire
purchase and leasing.
19. To carry on all or any of the business of manufacturers of and
dealers in organic and inorganic chemicals, petrochemicals,
fertilizers, manures, pesticides, calcium carbide, ethyl-alcohol, coal
tar medicines, ointment, essences, acids, toilet requisites, soaps,
detergents, cosmetics, perfumes, dyes, paints, colors, pigments,
varnishes, inks, explosives, ammunition, fuels, oils, greases,
lubricants, vegetable oils and cotton seed oils.
20. To carry on all or any of the business of manufacturing,
processing and dealing in iron and steel, Ferro-alloys, special steels,
Aluminum, Copper, lead, zinc and their alloys and products and
manufacturing and dealing in industrial machinery, boilers, internal
combustion engines, ball, roller and tapered bearing, tubes, cables,
wires, pipes, cookers, printing machinery and textile machinery and
their components and accessories.
21. To carry on all or any of the business of makers of dealers in
scientific and industrial instruments of all kinds for indicating,
recording, controlling, measuring and timing and machine tools,
precision tools, surgical instruments and appliances and artificial
limbs, dental and optical equipment and goods, anatomical,
orthopedic and surgical appliances of all kinds and providers of all
requisites for hospitals, patients and invalids.
22. To carry on the business of advertising and agent, to acquire and
dispose of advertising time, space or opportunities in any media, to
undertake advertising and promotional campaigns of every nature, to
acquire, and provide promotional requisites.
23. To carry on all or any of the business of engineers, smelters, tin-
plate makers, iron, brass and other metal founders, iron-founders,
machinists, tool makers, wire drawers, tube pipe and tank
manufacturers, molders, metallurgists and metal workers, fitters,
millwrights, galvanizers, electro platers and enamellers.
AND IT IS HEREBY DECLARED THAT:
The objects set forth in each of the several clauses of paragraph III
hereof shall have the widest possible construction and shall extend
to all parts of the world and the objects set forth in any clause of sub-
paragraph C shall, subject to the provisions of the Companies Act,
1956 be independent and shall in no way be limited or restricted
reference to or inference from the terms of the clauses of sub-
paragraph A or by the name of the Company.
IV. The liability of the Members is Limited.
V. The Authorized Share Capital of the Company is Tk.
5,000,000,000.00 (Five Hundred Core only) divided into 50,000 (fifty
Thousand) equity shares of Tk.100,000.00 (One Lakh) each.
The Company has power from time to time to increase or reduce its
capital and to divide the shares in the capital for the time being into
other classes and to attach thereto respectively such preferential,
deferred, qualified or other special rights, privileges, conditions, or
restrictions, as may be determined by or in accordance with the
Articles of the Association of the Company and to vary, modify or
aggregate any such right, privilege or conditions or restrictions, in
such manner as may be from time to time permitted by the Articles
of Association of the Company or theThe objects set forth in each of
the several clauses of paragraph III hereof shall have the widest
possible construction and shall extend to all parts of the world and
the objects set forth in any clause of sub-paragraph C shall, subject
to the provisions of the Companies Act, 1956 be independent and
shall in no way be limited or restricted reference to or inference from
the terms of the clauses of sub-paragraph A or by the name of the
Company. IV. The liability of the Members is Limited.V. The Authorized
Share Capital of the Company is Tk. 5,000,000,000.00 (Five Hundred
Core only) divided into 50,000 (fifty Thousand) equity shares of
Tk.100,000.00 (One Lakh) each.The Company has power from time to
time to increase or reduce its capital and to divide the shares in the
capital for the time being into other classes and to attach thereto
respectively such preferential, deferred, qualified or other special
rights, privileges, conditions, or restrictions, as may be determined
by or in accordance with the Articles of the Association of the
Company and to vary, modify or aggregate any such right, privilege or
conditions or restrictions, in such manner as may be from time to
time permitted by the Articles of Association of the Company or
thelegislative provisions for the time being in force in that behalf. [18]
We, the several persons whose names and addresses subscribed
hereunder are desirous of being formed into a Company in presence
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:
