MINUTES OF THE EXTRA-ORDINARY GENERAL MEETING
(to pass a Special Resolution)
The Extra-Ordinary General Meeting (to pass a Special Resolution) of the Members of IR Telecom Limited (‘the Company’) was held at its registered office at 308-C, Malibagh Chowdhury Para, Dhaka-1219 at 10 a.m. on 15th November 2007 in the presence of the following Members:
Members Present:
Signature:
1. _____________________
2. _____________________
3. _____________________
The quorum being present, the Meeting began on schedule. Mr. M. Rafiqul Hassan, Chairman of the Company presided over the Meeting.
Mr. Intekhab Mahmud, Managing Director of the Company read out the agenda of the meeting and placed the proposals before the meeting which was considered thread-bare and was resolved unanimously as follows:
1. INCREASE OF AUTHORISED SHARE CAPITAL OF THE COMPANY
Resolve that the increase of the authorised share capital of the Company from Tk. 5,00,00,000.00 (Taka five crore) only to Tk. 30,00,00,000.00 (Taka thirty crore) only be and is hereby approved.
2. PROPOSED ISSUE AND ALLOTMENT OF REDEEMABLE PREFERENCE SHARES
Resolved that the issue of 15,00,000 (Fifteen crore) redeemable preference shares at the face value of Tk. 100.00 (Taka one hundred) only and allotment of the same to the following subscribers be and are hereby approved:
Sl. No. Name of Subscriber Nos. of Preference Shares Face Value
01. 5,00,000 Tk. 5,00,00,000/-
02. 5,00,000 Tk. 5,00,00,000/-
03. 5,00,000 Tk. 5,00,00,000/-
Total 15,00,000 Tk. 15,00,00,000/-
3. RIGHTS, PRIVILEGES AND CONDITIONS OF THE REDEEMABLE PREFERENCE SHARES
Resolved that the Board of Directors of the Company is hereby authorised to determine the rights, privileges and conditions of the Redeemable Preference Shares.
4. ALTERATION OF MEMORANDUM OF ASSOCIATION
Resolved that the Articles of Association of the Company is hereby altered in the manner set forth below:
4.1 Amendment in Clause No. V:
4.1.1 The following existing Clause No. V be and is hereby deleted:
“V. The Authorised Share Capital of the Company is TK. 5,00,00,000/- (Taka Five crore) divided into 5,00,000 (Five lac) Ordinary Shares of TK. 100/- (One hundred) each. The company shall have power to increases or reduce it and to divide the shares in its capital for the time being into several classes of shares and to attach thereto respectively such preferential deferred or special rights or conditions as may be determined by or in accordance with the Articles of Association of the Company.”
4.1.2 The following new Article No. 5 be and is hereby incorporated:
“V. The Authorised Share Capital of the Company is Tk. 30,00,00,000.00 (Taka thirty crore) only divided into divided into 30,00,000 (Thirty lac) Shares of Tk. 100/- (One hundred) each. The company shall have power to increases or reduce it and to divide the shares in its capital for the time being into several classes of shares and to attach thereto respectively such preferential, deferred or special rights or conditions, , or to consolidate or sub-divide the shares as may be determined by or in accordance with the Articles of Association of the Company.”
5. ALTERATION OF ARTICLES OF ASSOCIATION
Resolved that the Articles of Association of the Company is hereby altered in the manner set forth below:
5.1 Amendment in Article No. 5:
5.1.1 The following existing Article No. 5 be and is hereby deleted:
“5. The Authorised share capital of the Company is Taka 5,00,00,000/- (Five crore) divided into 5,00,000 (Five lac) ordinary shares of Taka 100/- each with powers to increase and reduce the capital of the Company for the time being in accordance with the Companies Act 1994.”
5.1.2 The following new Article No. 5 be and is hereby incorporated:
“5. The Authorised Share Capital of the Company is Tk. 30,00,00,000.00 (Taka thirty crore) only divided into divided into 30,00,000 (Thirty lac) Shares of Tk. 100/- (One hundred) each. The company shall have power to increases or reduce it and to divide the shares in its capital for the time being into several classes of shares and to attach thereto respectively such preferential, deferred or special rights or conditions, , or to consolidate or sub-divide the shares as may be determined by or in accordance with the Articles of Association of the Company.”
5.2 Amendment in Article No. 27:
5.2.1 The following existing Article No. 27 be and is hereby deleted:
“27. In case of an equality of votes whether on a show of hands or upon a pool, the Chairman of the meeting shall have a second or a casting vote.”
5.2.2 The following new Article No. 27 be and is hereby incorporated:
“27. At least 2/3 (two thirds) majority vote shall be required to pass any decision in the General Meeting.”
5.3 Amendment in Article No. 33:
5.3.1 The following existing Article No. 33 be and is hereby deleted:
“33. The Board of Directors of the Company shall be constituted with the following persons and they shall be first Directors unless any one of them voluntarily resigns the office or otherwise removed thereform under the provisions of the Companies Act, 1994.
5.3.2 The following new Article No. 33 be and is hereby incorporated:
“33. The Board of Directors of the Company shall be constituted with the following persons and they shall continue to be the Directors unless any one of them voluntarily resigns the office or otherwise removed there form under the provisions of the Companies Act, 1994.
5.4 Incorporation of new Article No. 37A:
5.4.1 The following new Article No. 37A be and is hereby incorporated:
“37A. At least 2/3 (two thirds) majority vote shall be required to pass any decision in the Board Meeting.”
5.5 Amendment in Article No. 46:
5.5.1 The following existing Article No. 46 be and is hereby deleted:
“46. Mr. Intekhab Mahmud shall be the first Managing Director of the Company for 5 (Five) years from the date of incorporation of the Company and shall hold his position until he resigns voluntarily or otherwise decided by the Company in the general meeting held subsequent to his assumption of office.”
5.5.2 The following new Article No. 46 be and is hereby incorporated:
“46. Mr. Zayd Almer Khan shall be the Managing Director of the Company for 5 (Five) years from the date of his appointment in the general meeting and shall hold his/her position until he/she resigns voluntarily or otherwise decided by the Company in the general meeting held subsequent to his/her assumption of office.”
6. AFFIXATION OF COMMON SEAL
6.1 Resolved that the Common Seal of the Company, if required, be affixed onto any documents relating to the aforesaid, in accordance with the Articles of Association of the Company.
6.2 Resolved further that the Management of the Company takes all necessary steps for this.
There being no other business to conduct, the meeting ended with a vote of thanks to the chair.
