The plant is situated near Dhaka
The company’s manufacturing site extends over an area of 23 acres. 3. Memorandum of Association 3.1 Definition The memorandum of association is the most important document of a company. It defines the company’s power and how it can exercise it. The company’s power and how it can use its power all are expressed in the memorandum. The memorandum of association gives the company’s name, names of its members (share-holders) and number of shares held by them, and location of its registered office. According to L. J .Brown “the memorandum is the fundamental condition upon which alone the company is to be incorporated. These conditions are introduced for the benefit of the creditors and outside public as well as the shareholders” Memorandum of association is one of the documents which have to be submitted to registrar of companies at the time of incorporation of a company. It also states the followings – Objective of the company – Whether the liability of the members are limited by shares. – Amount of authorized capital 3.2 Contents of a Memorandum According to the Company Act 1994 there are six clauses in memorandum. They are (a) Name Clause (b) Situation and address clause (c) Object Clause (d) Capital Clause (e) Liability Clause (f) Association Clause (a) Name Clause: A company may be registered with the name it likes. But a company should not register with same name of an existing company. Every public company ‘limited’ after its name and every private limited company must write the word ‘private limited’ after its name. Companies whose liabilities are limited can not use the word “limited”. (b) Situation and address Clause: This clause states the place where the company’s registered office will be situated. Postal address, factory address, area of the office all related information should be included in this clause. And if the company wants to expand its branch in the near future it has to be included in this clause. If any change is made a notice should be given to the Register Joint Stock Company (RJSC) (c) Object Clause: In which type of business the company will be engaged are expressed in this clause. Mainly it indicates the power of the company. What new businesses it can be engaged in future can also be included. When it is registered, the company has the power to do whatever is necessary for attaining the objects stated in the memorandum. There are some restrictions. – The objects should not be against the policy of the constitution. – The objects should not include anything which is illegal or against public policy – The object must not be against the provisions of the companies act Any act of the company outside this act will be treated as ultra virus. It can not be ratified by whole of share-holders body. (d) Capital Clause: The memorandum of a company limited by share must state the authorized or nominal share capital, the different kinds of shares, and the nominal value of each share. (e) Liability Clause: This clause states whether the liability of the shareholders are limited or not. In case a company limited by shares the shareholders are liable to the amount paid by them. And in case of a company limited guarantee the members are liable to the amount undertaken by them. (f) Association Clause: This clause states that those who have agreed to subscribe to the memorandum must signify their willingness to associate and form a company. At least seven persons are required to sign the memorandum in the case of a public company, and at least two persons in the case of a private company. The memorandum has to be signed by each subscriber in the presence of at least one witness who will attest the signatures. Each subscriber will write opposite his name the number of shares he will take. 4. Memorandum of Association of Beximco Pharmaceutical The memorandum of association of Beximco pharmaceutical is as follow I. The name of the company is “Beximco Pharmaceutical Ltd.” II. The registered office of the company shall be situated in Bangladesh. III. The objects for which the company is established (1) To manufacture drugs and medicines, allopathic and indigenous in general and particularly produce and prepare biological and non-biological drugs, injectables of all kinds, tablets of all sorts, serum, vaccines, tinctures, extracts , lotions, syrups both medicated non-medicated, other chemical products, chemical food, other food products including milk food, barley, arrowroot etc. and to set up pharmaceutical laboratory workshop, research institute and necessary structures and organizations and to work as pharmaceutical and chemical manufacturers generally. (2) To carry on the business of manufacturers and dealers of both wholesale and retail, in pharmaceutical, medicinal, chemical, industrial and other preparations and articles compounds, oils, paints, pigments and varnishes, drugs, dye-ware, paint and colour grinders, makers of and dealers in proprietary articles of all kinds, and of electrical, chemical, photographical and scientific apparatus and materials. (3) To acquire the right and full information as to the processes of manufacturing, and the right to manufacture and deal in, pharmaceutical and preparations of all kinds. (4) To carry on the manufacture and sale of medicines and preparations, and generally to carry on the business of manufactures, buyers, and sellers of and dealers in all kinds of medicines, medical preparations and whatsoever. (5) To carry on all or any of the business of chemists, druggists, and chemical manufacturers of all kinds. (6) To manufacture, buy, sell and deal in mineral waters, cordials, soups, broths, tonics and convalescents and/or for the general public. (7) To buy, sell, manufacture, refine, prepare and deal in all kinds of oils and oleaginous saponaceous substances and all kinds of unguents and ingredients. (8) To carry on the business as importers and exporters and dealers in general stores and provisions in all its branches, in particular as importers or exporters of, and dealers in provisions, produces, drugs, chemicals and other articles and commodities of personal house-hold use and consumption. (9) To carry on the business of manufacturing containers, such as glass ampules for filling in injectables and medicines, bottles and phials for bottling medicine oil or any other liquid like syrup, alcohol, tincture, vaccines, extracts and lotions etc. glass or metal flasks, test tubes, lactometer, hydrometer, thermometer, barometer, phials, for homoeopathic medicine, surgical and medical instruments, cartoons, cardboards and cardboard boxes etc. (10) To carry on the business as dry-salter, and as stockists, importers and exporters of oils, colour, pigments, vanishes, turpines, dyes and dyestuff of all kinds and description as colour grinders, makers of proprietary medicines of all kinds and descriptions, and as manufacturers, importers, exporters, stockists and dealers of chemical, therapeutical, photographical, surgical and scientific apparatus of all kinds and descriptions, and instruments and apparatus of all types and categories. (11) To manufacture, import, sell, stock, and deal in all kinds of acids, chemicals heavy or light, perfumery and cosmetic products, drugs, disinfectants, insecticides, toilet and medicinal preparations, soaps, inks, polishes and allied products and by-products of all kinds and descriptions. (12) To carry on the business of manufacturers and importers or exporters of and dealers in anatomical, orthopaedic and surgical appliances and apparatus of all kinds. (13) To carry on the business of artificial eye and limb makers, corset makers, stay makers bandage makers, crutch, chair and stretcher makers, carriage makers, ambulance -makers chemists and providers of all requisites for hospitals, patients, and invalids. (14) To carry on the business of a store-keeper in all its branches, and in particular to buy sell, manufacture and deal in goods, stores, consumable articles, chattels and effects of all kinds, both wholesale and retail. (15) To buy, sell, manufacture, repair, alter and exchange, refine, manipulate, let on hire import, export, and deal in all kinds of substances, articles, apparatus, plant, machinery appliances, tools, commodities and things which may be required for the purposes of any of the business of the business of the Company or commonly supplied or dealt in by persons engaged in any such businesses, or which may seem capable of being profitably dealt with in connection with any of the said business. (16) To apply for, purchase, or otherwise acquire and register any patents or patent rights licenses, concessions, secret processes, or privileges, trade marks or designs and the like conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired. (17) To enter into partnership or into any arrangement for sharing profits, union of interest, cooperation, joint venture, reciprocal concession, or otherwise, with any person or persons or Company carrying on or engaged in, or about to carry on or engaged in any business or transaction which the Company is authorized to carry on or engage in or in any business or transaction capable of being conducted so as directly or indirectly to benefit this Company, and to acquire or join in acquiring any such business. (18) To enter into any arrangement with any authority, government, railway, municipal, local or otherwise, that may seem conducive to the objects of the Company or any of them and to obtain from any such authority, any rights, privileges and concessions which the Company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions. (19) To take, or otherwise acquire, and hold shares, in any other Company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being conducted so as directly or indirectly to benefit this Company. (20) To establish and support or aid in the establishment and support of associations, institutions, provident or other funds, trusts and conveniences calculated to benefit the employees or ex-employees of the Company or their dependants of such persons or for any other purpose as may be decided by the Company and to grant pensions allowances, gratuities or bonuses, and to make payments towards insurance, and to subscribe or guarantee moneys for charitable or benevolent objects or institutions or for any exhibition or for any public, general or useful object. (21) To carry on any other trade or business, whether manufacturing or otherwise, which may seem to the Company capable of being conveniently carried on in connection with any of the business herein mentioned or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights. (22) To act as agents, brokers or representatives of corporation, firms, and individuals and generally to undertake, transact and execute all kinds of agency business. (23) To assist, promote, establish, or contribute to manage, control or support sick funds, and any associations or institutions for providing, upon any terms or conditions, medicines, drugs, medical and surgical preparations and apparatus, and restoratives or food as aforesaid during sickness or illness. (24) To promote any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company. (25) To purchase, take on lease, or in exchange, hire or otherwise acquire and to hold and deal with any lands (whether freehold, leasehold or otherwise) with or without buildings or any interest or therein situated in Bangladesh, or elsewhere and any machinery, plant apparatus, substances, products, articles and things and any trade marks, trade-names, trade-designs, rights or privileges or other property and rights of any kind or description whatsoever, which the Company may think necessary or convenient for the purpose of its business (26) To build, erect, construct, maintain, and/or alter on any lands held by the Company, any factories, godowns, offices, works, or other buildings, structures or erections whatsoever necessary or convenient for the purposes of the Company and to insure and to keep insured the same. (27) To sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to account or otherwise deal with all or any part of the lands and buildings, or other property and rights of the Company whatsoever. (28) To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time to be determined. (29) To lend money to such persons or companies and on such terms as deem expedient and in particular to customers and others having dealings with the Company; and to guarantee the performance of contracts by any such persons or companies. (30) To borrow or raise loan and money from any Bank and/or other financial institutions (including Bangladesh Shilpa-Rin Sangstha) in such manner as the Company shall think fit, with or without securities or by any other means as may be deemed expedient, and secure the repayment thereof by mortgaging, hypothecating, pledging or otherwise charging the whole or any part of the property or assets of the Company, both moveable and immovable, and also to raise loan by issue of debentures or debenture stocks, perpetual or otherwise, charged on all or any of the Company’s properties, including its uncalled capital and/or by any other legal means. (31) To pay for any business, property or rights acquired or agreed to be acquired by this Company, and generally to satisfy any obligations of the Company, by the issue or transfer of shares of this or any other company credited as fully or partly paid up or debentures or other securities of this or any other company. (32) To remunerate or make donations to any person, trust, or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the capital of the Company or any debentures, debenture-stock or other securities of the Company or in or about the promotion of the Company or in or about the formation or promotion of the Company or the conduct of its business. (33) To draw, make, accept, endorse, negotiate, discount, execute and issue promissory- notes, bills of exchange, hundies, bills of lading, warrants, debentures and other negotiable or transferable or mercantile instruments and documents of title to goods or property. (34) To open an account with any bank or banks and to draw and endorse cheques and to withdraw moneys from such accounts. (35) To sell or dispose of or deal with the business, property and undertakings of the Company or any part or parts 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. (36) To adopt such means of making known the products of the Company or goods and articles dealt in by the Company as may seem expedient and in particular by advertising by circulars, catalogues, show-cards, posters and free samples and exhibiting and granting rewards, presents, prizes and donations. (37) To appoint brokers, canvassers, agents and other persons and to establish and maintain any agencies and branches in any parts of Bangladesh or elsewhere for the sale of any materials or things for the time being at the disposal of the Company for sale or other purposes, and to discharge and to discontinue the same (38) To amalgamate with any other Company having objects altogether or in part similar to those of this Company. (39) To distribute any of the properties of the Company amongst the members in specie (40) To do all or any of the above things as principals, agents, contractors, trustees or otherwise, and by or though trustees, agents or otherwise and either along or in conjunction with others. (41) Generally to do all such other things as are incidental or conducive to the attainment of the above objects. And it is hereby declared that the objects specified in each paragraph of this clause except where otherwise expressed in such paragraph shall be separate and independent objects of the Company and shall be in no way limited, or restricted by reference to or inference from the terms of any other paragraph or the name of the Company. IV. The liability of the members is limited V. The authorized share capital of the Company is Tk.200,00,00,000.00 (Taka Two hundred crore) divided in 20,00,00,000 (Twenty crore) ordinary shares of Taka 10.00 each with power to increase and reduce the capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential deferred, qualified, or special rights, privileges or conditions as may be determined upon by or in accordance with the regulations of the Company, and to modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company. The undersigned persons, whose names and addresses are subscribed below, are desirous of being formed into a Public Limited Company, in pursuance of this Memorandum of Association and we respectively agree to take up the number of shares in the capital of the Company set opposite to our respective names.