THE COMPANY ACT, XVIII OF 1994
(A PRIVATE COMPANY LIMITED BY SHARES)
Memorandum of Association
of
Dr. Jamil Science & Technology (pvt.) Co. Ltd
I. The name of the Company is Dr. Jamil Science & Technology (pvt.) Co. Ltd.
II. The Registered Office of the Company shall be situated in Bangladesh
III. The Objects for which the Company is established are all or any of the following and all the objects will be implemented after obtaining necessary permission from the Government/ Concerned authority or competent authority and the objects contrary to the provision of the Act before commencement of the business.
1. To carry on business of computers, computer consultancy, computer training, human resource development, composing and printing, data entry, system designing, software, developing, software and Hardware installation, Medical Transcription, Internet service provider and other service related to computer, Telecommunication product Manufacture, Assembler, Seller, Purchaser, Exporter, Importer of all sorts of Electronics and Electrical goods like, TV, Radio, Air cooler, Refrigerator, Freeze, Calculator, Sewing machine, cassette Recorder, wall clock, Wrist Watch, Camera, VCR, VCD, Table Fan, Ceiling Fan etc. and open show room in any part of Bangladesh or any part of the world to boost up export and create world market of Bangladeshi software & IT related goods and also to carry on Business as installment basis/Scheme seller of computer, Radio, TV, Refrigerator, Freeze, Air Cooler, VCR, VDC, Electric Fan, Ceiling Fan, Sewing machine, Cassette Recorder, Bed Steel Almirah and Furniture and all kinds of house hold commodities.
2. To establish an industry of computers constancy, to establish operate a private TV channel, News service, Future service and any Electronics/printing/ publishing broadcasting unit, Telecommunication equipment, computer, all plastic cabinets, plastic knobs, Volume, Leather Cover, Output Input Antenna, Coil, Speaker, AC/DC adapter, Voltage stabilizer, UPS, Sound equipment’s Radio Valves, other valves etc. including rendering services in those connection whenever necessary without any restriction.
3. To import of acquire computer accessories, plant and Machinery, telecommunications equipment and accessories, tools as may be required from time to time carry on the business.
4. To carry on the business of all marketing agents of Bangladesh
5. To carry on the business of country product exporting of computer software, multimedia product, pure drinking water Mineral water, Fish, Garments, Poultry, Dairy and any kind of commercial agency business and also to established any kind of commercial agency business and also to established Factory, courier and Cargo Forwarder and C&F house.
6. Fisheries, live stock, Agricultural products, Dehydrate Food, Fertilizer insecticides, medicine, Herbal Handicrafts, Food, cosmetics, patricides etc. product, commercial use, import, export, self supply.
7. Education consultancy, Admission, Foreign addition, Embassy and Ferris service consultancy.
8. To carry of business of Tele-Communications and all types information communication services all over Bangladesh, including services (digital or analog) fixed cellular telephone services, fixed wireless services, local loop services, personal handy phone system, data processing network, data bank, satellite communication V-SAT Communication, V-SAT Telephony, international Virtual Private Networks (INPN), Data Transmission, Electronic Mail and all sorts and kinds of Video Communication and pay Phone, multi Media and, International Communication Gateway.
9. To carry on the business of export oriented Data Entry Local Internet Access/ Service, Internet, Fax-to-fax, gateway service all over Bangladesh or outside, telecommunications, web page designing & hosting, providing leased date circuit service, video conferencing nationally and internationally along with other incidental objective of the proposed Company to derive benefit directly or indirectly there from.
10. To Provided Computerized on-line Telecommunication Services, Internet Connectivity and all other kinds of computer related Telecommunication Services, but not limited to, point to point communication between and among using any and all sort of communication media including satellite, V-SAT and for that purpose to obtain prior persimmon from competent authority concerned and as and when necessary.
11. To construct any kinds of survey unit, Research institute, security grad unit etc.
12. Te carry of in Bangladesh and elsewhere all kinds of business of computers both hardware, software, software development, information Technology, job processing &training, data processing, data entry of any party of parties including the Government of Bangladesh or other authorities, whether local or foreign on commercial or other basis and otherwise dealing in computers for all purposes including assembling, manufacturing, developing, exporting, importing, distributing representing any foreign manufacturing Companies of computer as agents or indentures and/to on all kinds of production and post-production jobs on computers and computer software service and to do all acts and things which are necessary, incidental or ancillary to the business of computer and manufactures of goods and materials.
13. To promote and market renowned brand of computer and to provide related service and to publish news paper.
14. To carry on business of information technology industries, by set up industry locally or with foreign collaboration.
15. To establish branches, divisions or appoint agencies in Bangladesh
16. To do all or any of the above things and either principals, agents, contractors, trustees or otherwise and either alone or through agent, sub-contractor, trustees or otherwise.
17. To provide foreign experts, engineers, advisory economist, specialist executive crew operator, navigator, skilled workers and to technical or consulate services from any foreign country.
18. To construct, hire, lease or otherwise acquire buildings, house and places for carrying on the above business and to let out such building and houses either manufacturers sole agent or distributors for their own products, commodities or for other persons firms, companies or corporation.
19. To carry on the business of joint venture and for that purpose, enter into agreement with any person or persons or company or with any business establishment in foreign countries.
20. To establish branch offices in foreign countries and appoints, commission agent and to appoint employees for the running the business of the companies all over the world.
21. To carry on the business on importers and exporters, manufacture, buying and selling agents, whole sale and retail dealers in all very kind of general products, substance goods, materials, merchandise and articles from in from in and to all parts of the world.
22. To carry on the business as management consultants, consultants for erecting, installing commissioning and plan for any industries.
23. To do business as buying house for foreign buyers and suppliers in Bangladesh
24. To carry on the business, import, export, indenting, clearing & forwarding, manufacturers, representatives, commission agent, order suppliers, whole sealers, buying agent, selling agents, shipping, distributor, general merchants commodities, merchandise, dealers, brokers and generally to do all acts with the opinion of the Company may conveniently or profitable or usefully acquired and dealt with and carried on by the Company in connection with any trade or business to do all such other things as are incidental conducive.
25. To undertake and carry on indenting business of any foreign finished or unfinished goods or any kind and to act as clearing and forwarding agents, distributors, stockiest and or sellers of any product of any foreign company in Bangladesh or elsewhere.
26. To operate a privet University
27. Health services, clinical lab or, pathology. Medical education Hospital
28. Technical, Vocational Engineering, and Technological education and operation Maintenance of a private polytechnic BM college, Trade Collage, Medical Collage, Hospital, training center, university.
29. To amalgamate with or incorporate with any other company or companies having objects, all together in part similar to those of this company and to gain the interest of the company all together or in part.
30. To acquire and to take over from any individual, form of company the goodwill license, rights, privileges and other assets and liabilities belonging to the individual, form or Company or enter into agreement or contract, with any individual, form or company in Bangladesh or foreign countries with a view to establishing any joint venture industry or enterprise.
31. To appoint or engage experts, technicians, engineers, managers, secretaries, accountants, lawyers, economists, computer experts, officers, employees, workers, both skilled and unskilled and to dismiss remove any one of them and to re-appoint in the vacancies so caused with powers to fix up their remuneration, salary, wages and also to bring experts, technicians and any one of them.
32. To enter into any arrangements with the government, authorities, municipal, local or other bodies, that may seem conducive to the Company’s objects or any of them and to obtain from any such government or authority rights, privileges, and concessions, which the company may think desirable to obtain, and to carry out, exercise and company with any such arrangements, rights, privileges and concessions in exchange of money or share of the Company.
33. To enter into partnership or into any arrangement for sharing profits, union of interest, co-operation, joint venture or reciprocal concession, with any person or company carrying on or engaged in any business so as to directly to benefit this Company, and to advance money to guarantee the contracts of or otherwise assist, any such person or company and to take or otherwise acquire shares and securities of any such company and to sale, hold, re-issue, without guarantee, or otherwise deal with the same.
34. To borrow or raise or secure the payment of money in such manner as the Company may think fit from the capital markets in Bangladesh
35. To draw, make, accept, endorse discount and issue promissory notes, bill of Exchange, bills of landing and other negotiable instruments.
36. To sell or dispose of the undertaking of the Company, or nay part thereof for such consideration as the company may think fit and particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of this Company.
To do all or any of the above things as principal, agents, contractors, trustee or other bodies and either along or in conjunction with others.
37. To do all such things and incidental or conductive to the attainment of the above objects.
38. To acquire & take over the business of National Science Research & Technology College Ranibazar, Rajshahi a proprietorship non registered from trading in computer & electronic goods including all activities together with all the assets, liabilities, rights, privileges and good will from Dr. Jaminur Rahman sole proprietor of the firm & promoter share holder of the Company by vendors agreement in between the company & the firm.
iv) The liability of the members is limited by shares.
v) The Authorized share Capital of the Company is Tk. 10,00,000/- (Ten Lac) divided in to 10,000/- (Ten Thousand) ordinary shares of Tk. 100/- (One hundred) each with power to increase or deuce the capital and to divide the shares for the time being in to several I classes and attach thereto such qualified or special rights privileges and conditions as may be determined by the company and to very modify or abrogate any such rights, privileges and conditions in such manner as may from time to time be provided by the regulations of the company and to consolidate4 or sub-divide the share and issue shares of higher or lower denomination.
We the several person, whose names address and description are subscribed below are desirous of being formed into a Private Limited Company in pursuance with 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:
SL. No. | Name, Address, Descriptions and Nationality of the Subscribers. | Number of Shares of the Subscribers | Signature of Subscribers |
01. | Mr. ABC S/O. Mr. ABC HOUSE MATTRIKA, SHEROIL | 600 (Six Hundred) Shares | |
02. | Mr. ABC S/O. Mr. ABC HOUSE FATTRIKA, SHEROIL | 400 (Four Hundred) Shares | |
Total | 1,000/- (One Thousand) |
Date the 15th day of October 2010
witness to the Signature of the subscribers
The Companies Act XVII of 1994
(A Private Company Limited by Shares)
Articles of Association
of
Dr. Jamil Science & Technology (pvt.) Co. Ltd.
PRELIMINARY
39. The Regulations contained in the schedule 1 (One) of the Companies Act. 1994 shall apply to this Company with respect to such provisions as applicable to private limited companies 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.
INTERPRITATION
40. The notes mentioned within the inverted comma shall not affect the constitution here of and in this present, unless there be something in the subject or context in consistence herewith
“The Company” Meaqns Dr. Jamil Science & Technology (pvt.) Co. Ltd
“The Act” Means the companies Act, 1994.
“The Office” Means the Registered Office for the time being of the Company.
“The Member” means shareholder of the Company.
“The Director” means member of the Board of Directors.
“The Chairman” means the Chairman of the Company.
“The Managing Director” means the Managing Director for the time being of the company.
“The General Meeting” means Annual General Meeting and Extra Ordinary or Special General Meeting.
“The share Register” means the register of members to be kept in pursuance of section 34 of the Act. Worlds importing the masculine gender words signifying the singular number only include plural number and vice versa.
Words importing persongs includes Firms, companies and Corporations.
CLASSIFICATION
41. The Company is a private Limited Company within the meanings of section 2 (1) clause “Ta” of Companies Act. and accordingly the3 following restrictions shall apply:-
i) No invitation shall be issued to the public to subscribe for any shares or debentures of the Company.
ii) The member of the Company (exclusive of persons in the employment of the company shall be limited to 50 (Fifty) provided that for the purpose of this provisions when two or more persons hold one or more shares jointly shall be treated as a shingle member.
iii) The right to transfer of shares in the Company shall be restricted in the manner and to the extend hereafter appearing.
iv) The company shall be entitled to commence business from the date of incorporation.
SHARE CAPITAL
42. The Authorized Share Capital of the Company is Tk. 10,00,000/- (Taka Ten Lac) Only divided into 10,000/- (Ten Thousand) ordinary shares of Tk. 100/- (Taka one Hundred) only each with power to increase or reduce the capital and to divide the shares in the different classes to attach there to any special rights or privileges or sub-divide the shares.
SHARES
43. Sub of the provisions of section 155 of the Act the shares shall be under the control of the board of Directors who may allot the same to such persons and on such terms as they think fit.
SHARE CERTIFICATE
44. Every person whose name is entered as a member in the register shall without payment be entitled to a share certificate under the common seal to the Company signed by the Managing Director specifying the number and denoting numbers of share or shares held jointly by several persons. The Company shall not be bound to issue more than one certificate and delivery of a certificate of share to one of these several joint-holders shall be sufficient delivery to all.
45. If share certificate, is defaced, lost or destroyed, it may be re-issued on payment of such fee, if any, not exceeding Tk. 10/- (Taka Ten) and on such terms if any as to evidence and identify as the directors think fit.
46. Except to the extent by section 51 of the Act, on part of the funds of the Company shall employed in the purchase of or in loans upon the security of the company’s shares.
47. The company shall have a lien of every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share and the company shall also have a lien on all shares (Other than fully paid shares) standing registered in the name of a single person for all moneys presently payable by him or his estate to the company but the directors may at any time declare and shares to be wholly or in part exempt from the provisions of the clause, the Company’s line, if any, on a share shall extend to all dividends payable thereon.
48. The directors may from time to time make calls upon the members in reset of any moneys unpaid on their shares any each number shall (subject to receiving at least fourteen days notice specifying the time of payments) pay to the company at the time or times so specified the amount called on his share.
49. The joint- holders of a share shall be jointly and severally liable to pay all calls in respect there of
TRANSFER & TRANSMISSION OF SHARE
50. The instrument of transfer of any share in the company shall be deemed to remain holder of the share until the name of the transferee is entered not the register of members in respect there of
51. With the approval of the board of directors any share maybe transferred by a share holder to his wife, husband, son, daughter, brother, sister, father4, mother or any trust whether created by share holder or any else. Except aforesaid. No share be transferred to any person who is not a member of the company so long as any member is willing to purchase the same.
52. Every member desired of transferring his shares at the4 first instance offer the same to the existing member of company.
53. The directors may without assigning any reason whatever declines to the register any person who is a member of the company.
54. In case of death of any shareholder the entire share may be transmitted to legal heir or heirs of the deceased person by the company as per companies Act and in the same member will or letter of administration shall also be considered.
ALTERNATION OF CAPITAL
55. The company may from time to time by extraordinary Resolution increase the share capital by such sum, to be divided into shared of such amount, as the Resolution shall prescribe.
56. Subject to any special rights or privilege for the time being attache4d to any issued shares the new shares shall be issued upon such terms and conditions and with such rights and privileges annexed as the general meeting resolving upon creation there of shall direct and if no direction be given as the directors shall same provisions of section 165 of the Act determine.
57. The new shares be subject to the3 same provisions with respect to the payment of call lien, transfer transmission, forfeiture and otherwise as shares in the original shares capital.
BORROWING POWER
58. The directors may borrow from any persons. Banks Firms, Companies and loan giving Agencies, any sum of money required for the purpose of the business of the company and raise for the purpose of the company or secure the payment or repayment in such manner and upon such terms and conditions in all respect as they think fit, and in particular by the issue of debenture of by the issue of debenture of by creations of debenture stock or by making accepting or endorsing on be half of the company promissory notes, bills of exchange or giving or change of all or any part of the property of the company both present and future including its uncalled capital for the time being and the directors may on behalf of company guarantee the whole or any part of the loans or respect of such loans by means or change of the company is property movable, immovable or otherwise.
GENERAL MEETING
59. The first Annual General Meeting of the Company shall be held within 18 (Eighteen) months from the date of incorporation of the company and thereafter once at least in very calendar year but not later that 15 (Fifteen) months from the date of last proceeding general meetings at such time and place as the directors may prescribe.
60. Except the above meeting all other general meeting shall be called extra-Ordinary or special General meeting.
PROCEEDING AT GENERAL MEETING
61. Subject to the Provision of section 85 of the company Act 1994 the Annual General Meeting and Extra ordinary or special general meeting may be called at least 14 (Fourteen) days and 21 (Twenty one) days notice respectively specifying the place, date and hour of the general meeting shall be given and in case special business the general nature of such business shall be notified to the members shall not invalidate the proceeding of the general meeting which may, with consent of the members be called by shorter notice and in such manner as the members think fit.
62. No business shall be transacte3d at any general Meeting unless quorum of members on present at the time when the meeting proceeds of business, says as herein otherwise provided 02 (Two) members personally present shall be quorum for general meeting.
63. If within half an hour from the time appointed for the meeting a quorum is not preset the meeting if called upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place and if at the adjourned meeting a quorum is not present within half an hour form the time appointed for a meeting the members present shall be quorum.
64. The Managing Director may call any general meeting where is necessary. If the Managing Director is not willing to call the meeting in time, the board if Directors is entitled to call the meeting with joint signature showing proper reason. The Managing Director also preside over the meeting as Chairman.
65. One show of hands every members present in person shall have one vote and upon a poll every member present in person or by proxy or power of attorney shall have one vote irrespect of very shall held by him.
66. Upon poll vote may be given either personally of proxy of under a power of attorney or by a person appointed under section 86 of the company Act, 1994 A proxy must be member of the company.
67. Any person entitled under the transmission clause to the transfer of any share may vote at any General Meeting irrespect there of in the same manner as if he was the registered holder of such shared provided that, at least 72 Hours before the time to holding the meeting of adjourned meeting as the case may be at which he proposed to vote he shall satisfy the Board of directors of his right as transferee to share unless the board of Directors shall previously admitted his right to vote of such meeting irrespect.
DIRECTORS
68. Unless other wise determined in general meeting. The number of Directors shall not be less that 02 (two) and not more than 11 (Eleven).
69. The qualification of a Director shall be holding of shares of the nominal value of Tk. 40,000/- (Forty thousand) only in his won name alone and not jointly with others.
70. The following persous shall be the first Directors of the Company and hold the office until voluntarily resigns or become disqualified under the provision of section 108(1) of Companies Act, 1994 of causing death.
1. Mr. ABC
2. MR. ABC
71. Each Director shall be entitled to receive the remuneration Tk. 200/- (Taka two hundred) to ten thousand only for every meeting as travelling allowance and halting charge.
72. The concerned Director shall be entitled to enjoy extra remuneration for extra service provided in the business of the company which will be fixed by the Directors and may be approved in General Meeting.
73. The Directors shall be entitled to appoint or co- opt any director including Chairman, managing director with the resolution in board meeting, provided the total number of directors should not exceed the maximum limit.
74. The Directors shall be entitled to appoint or Co- opt any Director including Chairman, Managing Director with the resolution in Board Meeting, Provided the total number of Directors should not exceed the maximum limit.
MANAGING DIRECTOR
75. Mr. ABC shall be the first Managing Director of the company from the date of incorporation. He Shall be entitled to remain and continue in the said office for a period of 5 (Five years, till he voluntarily. resings or becomes disqualified under the provision of companies act, 1994.
BOARD MEETING
76. The Directors may meet together for dispatch of business adjourn other wise regulate their meeting as they think fit. Question arising at any meeting shall be decided by majority of votes.
77. The Board Meeting may be called at least 7 (Seven) days notice specifying the place, date and hour of the Board Meeting. In case of emergency the meeting may called by shorter notice with the consent of votes.
78. Time, the Board of Directors shall be entitled to call the meeting by the majority members showing porper reason.
79. The Managing Director shall preside over the all Meetings of the company as Chairman. In case of equality of votes of Chairman of the Meeting shall have second or casting vote.
80. The quorum necessary for the transaction of the business of the Directors may fixed by the company in General Meeting and unless so fixed shall be 02 (two).
81. Notice need not be given to a Director who is not for the time being resident in Bangladesh
POWERS & FUNCTIONS IF DIRECTORS
82. The business of the company shall be manage by the chairman directors who may incur all expansions for the formation and registration of the company and may also exercise all such powers and authorize of the company as are not forbidden by the companies Act, or any statutory modification thereof for the time being, in force or by articles required to be exercised by the company in General Meeting, subject never the less to any regulations not being inconsistent with the aforesaid regulations made by the general meeting shall invalidate any prior act of the directors which would have been valid if that resolution had not been made.
83. The remeneration of the directors and other employees whether by way of salary or commission or participation of profits partly in one way and partly in other way and the terms and conditions of the services shall be fixed by the board of directors subject to the approval of the company.
POWERS & FUNCTIONS FO THE MANAGING DIRECTOR
84. The Managing Director shall be the chief executive of the company.
85. As per the provisions under Nos. 26 & 42 of this Article, of Association the Chairman may call all general and board meetings.
86. The Managing Director is entitled to look after all the works of directors and employees of the company.
87. Without prejudice to the general power conferred by the previous clause of this article of Association, the business and all other affairs of the company shall be managed by the Managing Director and subject to general supervision and overall control of the board of directors he shall exercise the following powers.
1. To generally manage all concern and adders of the company and to0 appoint, transfer, suspend, remove and dismiss paid director, principal Manager, Secretary and all kinds of employee, worker, labor, Organizer, agent of the company and to pay their salaries, allowances.
2. To borrow or raise any sums for the company by loan or otherwise or mortgage or hypothecation on such securities and on such terms and he may dem fit and execute sign seal or deliver all necessary documents or to do any other or acts on that behalf.
3. To purchase or otherwise acquire any properties, rights privileges as such the Company is authorized to acquire at such prize and generally on such terms and condition, which he thinks fit for the benefit of the company.
4. To sing cheques, drafts certificates, bonds and other documents on behalf of the company.
5. To execute and sign in the name of company all such deeds any things as are necessary for the welfare of the company.
6. To purchase, sell, exchange otherwise dispose of absolutely on conditionally and property for the purpose of the company.
7. To enter into all such negotiations and contract and very all such contracts and exercise and do all such acts, deeds and things in the name and in behalf of the company as he may consider expenditure of any relation of the company.
8. To sigh and certify papers, petitions, written a statement, compromise okalatnamas authorizing legal practitioners to act on behalf of the company in civil, criminal or labour court and generally to so all other things for and on behalf of the company.
9. To delegate all or any of his powers to any Director, principal Manager Secretary or other officers of the company as he may from time to time think fit and also at his pleasure revoke it.
88. The Board of Directors shall cause to be kept proper books of accounts which as provided by the section 181 of company Act, 994 with respect to the following:-
1. All sums of money received and expended by the company and the matter in respect of which the receipt and expenditure took place.
2. All sales and purchase of goods by the company.
3. All the assets and liabilities of the company
89. The books of account shall be kept at the registered office of the company anywhere as may be directed by the directors and shall be opened for inspection by the directors during usual business hour. No ordinary share holder of the company shall have right for inspection of books of account except as conferred by law or authorized by the board or by the company in general meeting.
90. Once at least on every year the account shall be kept at the company shall by examined and the correctness of the profit and loss accounts balance sheet be ascertained by the audition auditors.
91. Chartered Accounts/ MBA qualified man shall be appointed as Auditors of the company and their duties and responsibilities shall be regulated in accordance with the provision of section 210 to 213 or the companies Act, 1994.
DIVIDEND
92. The company in Annual general meeting may declare dividend but no dividend shall be paid otherwise than out of the profits of the company for the undistributed profits.
93. The directors shall have the absolute disruption as to the employment of the reserve fund created put of net profits of the company.
OPERATION OF BANK ACCOUNT
94. With the approval of the board of directors, the company shall open one or more bank account or accounts to any schedule Bank/ Banks that will be operated by the signature of the Managing director.
95. When notice is sent by post, service of the notice shall be deemed effect by properly addressing and posting a letter containing notice and unless contrary is provided to have effected at the time which the letter would be delivered in the ordinary course of post and regulation no. 113 to 117 of 1st schedule to companies Act, 1994 shall apply.
96. The company shall have a common seal, which remain in the custody of the board of Directors, the such seal shall sign every instrument to which the seal is affixed and signature shall be conclusive evidence of the fact that the seal has been property affixed.
INDEMNITY
97. All the members of the board of director. Officers and employees shall be indemnified by the company for losses and expenditure incurred by him or them respectively in or about the discharge of their respective duty, except their willful act neglect or default and it shall be the duty of directors out of the funds of the company to pay in cash all losses and expenses which the directors, officers and employee may in any way inclue in the discharge of his or their duties and the amount for which indemnity is provided shall immediately attach a lien of property of the company and have priority over all other claims.
ARRITRATIN
98. Whenever any difference arises between the company on the one hand and any of the members on the other hand touching the true intent, incidence or consequences of these presents or to any of the affairs of the company shall be referred under the arbitration Act, 1940, to the decision of two arbitrators, one to be appointed by each party in differe3nce. If the appointed arbitrators fails to take decision jointly, in that case as umpire to be appointed by the both arbitrators whose decision shall be binding on the parties in differences.
WINDING UP
99. If the company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such be distributed so that nearly as may be the losses shall be borne by the members in proportion the capital paid up at the commencement of winding up and if the assets available for distribution among the members in proportion to the capital paid up or which ought to have paid up at the commencement to the winding up on the shares held by them respectively.
