Zain Technologies Ltd. Zain Technologies Ltd.

Corporate governance

Transparency that keeps our stakeholders informed and empowered.

Zain Technologies Ltd. operates under the Companies Act, 1994 with a private company limited by shares structure. Explore our Memorandum and Articles of Association below.

Memorandum of Association Articles of Association Strategic Objectives

Memorandum of Association

The Memorandum outlines the foundational clauses that define the company’s identity, domicile, objectives, liability, and authorised capital.

I. Name of the Company

The name of the company is Zain Technologies Limited.

II. Registered Office

The registered office of the company shall be situated in Bangladesh.

III. Objects

The company may carry on the following business objects, subject to obtaining any necessary approvals prior to commencement:

  1. Data analysis, predictive solutions using AI, business intelligence, analytics, database management, website & UI/UX design, mobile and web applications, IT consultation, buying and selling of legal data and software globally; call centre, data centre, business automation, e-commerce solutions, software development/export, motion graphics, 2D/3D content and animation, AR/VR/MR development, immersive technology, HTML5 games, mobile/desktop games, e-education, VR/AR production, WebAR/WebVR/WebXR development.

  2. Import, supply, trading, export, commission, and distribution of computer & mobile hardware/software/accessories; agency services; VR science simulation, video content, ICT research and innovation, robotics/electronics manufacturing with AI, network solutions, telecommunication, telemedicine, multi-channel outsourcing, and allied services.

  3. Establish and manage high-tech/software parks, development zones, special economic zones, and industrial estates; develop, operate, and maintain commercial buildings; lease spaces; collaborate with universities and research institutes; operate IT/ITES, BPO, software development, TVC, IoT, hardware manufacturing, multimedia, biotechnology, robotics, telecommunication, R&D, and supporting industries.

  4. Provide utility services for high-tech parks; market to attract global IT companies; deliver one-stop IT services including web design/development, consultancy, training, hosting, domain, bulk SMS/email marketing, server management, SEO, IT media, renewable energy, automobile, education, training institutes, venture capital, incubators, ICT industries, manufacturing, trading, marketing, exporting, importing, stocking, managing, improving, selling, exchanging, and loaning.

  5. IT consulting, training centres, professional recruiting and placement; data entry, processing, content services, programming, system design, graphic design, architectural visualisation, installation and management services, GIS mapping, geolocation, video conferencing; telecommunications and networking (LAN, WAN, VPN); IT-based education, cyber café, VSAT, e-commerce, m-commerce; internet systems, communications media, online businesses, call centre & data centre modelling/design/setup.

  6. Data export, database analysis, infrastructure and utility development, travel and tour operations; act as agent or representative for foreign companies; construction and engineering consultancy; online media, payment gateways, advertising, digital marketing, online communications; construction business, property management, real estate development, leasing, and manpower & recruiting agency operations.

  7. General business of importers, exporters, manufacturers, traders, indenters, dealers of industrial products, raw materials, machinery, electronics, computer accessories; obtain licences, franchises, intellectual property; invest in shares, bonds, stocks; engage in microwave radio systems, fiber networks, telecom equipment, satellite systems, telephony, cable TV, IP telephony, land phone, wireless, cellular, satellite TV services, and related businesses.

IV. Liability

The liabilities of the members are limited.

V. Authorised Share Capital

Authorised share capital is Tk.10,000,000.00 divided into 100,000 ordinary shares of Tk.100 each, with power to alter the capital structure as permitted under the regulations.

Articles of Association

The Articles govern the internal management, share structure, director responsibilities, meetings, and legal protections for stakeholders.

Preliminary

The Regulations in Schedule-1 of the Companies Act, 1994 apply to this private limited company except where modified by these Articles.

Interpretation

Defines key terms: “Act”, “Special Resolution”, “Extra-Ordinary Resolution”, “Company”, “Chairman”, “Managing Director”, “Directors”, “Office”, “Register”, and includes rules on singular/plural interpretation.

Private Company Provisions
  • No public invitation for shares or debentures.
  • Member count limited to fifty (excluding employees), with joint holders counted as one.
  • Transfers restricted and subject to Board approval.
Share Capital & Certificates

Authorised capital of Tk.1,00,00,000 divided into 100,000 ordinary shares of Tk.100 each; shares may be issued for cash or consideration other than cash. Certificates signed by two directors including the Managing Director and issued under common seal.

Lien & Calls on Shares

The company retains first lien on unpaid shares for monies owed. Directors may make calls with interest on unpaid amounts.

Transfer, Transmission & Increase of Capital

Transfers permitted to immediate family subject to Board approval; existing members retain pre-emptive rights. Board may increase share capital as deemed fit.

Borrowing Powers

Directors may raise or borrow funds from banks, firms, companies, or directors, and secure the funds through company assets or guarantees.

General Meetings

First AGM within 18 months of incorporation; subsequent AGMs annually within 15 months. Ordinary and Extraordinary General Meeting notice periods comply with Sections 85(1) and 87(2) of the Act.

Voting & Quorum

Resolutions decided by show of hands unless a poll is demanded. Chairman holds casting vote in event of tie. Quorum: two members for AGM/EGM and Board meetings.

Directors & Governance
  • Board size: minimum two, maximum fifty directors.
  • First directors: Md. Mehedi Hossain and Md. Asad Ullah.
  • Qualification: minimum 10,000 shares of nominal value Tk.10,00,000.
  • Directors may appoint additional directors to fill vacancies or expand the board.
  • Defines disqualification grounds (share qualification, mental incapacity, insolvency, arrears, absenteeism, statutory contravention).
Chairman & Managing Director

Md. Mehedi Hossain serves as first Chairman (five-year tenure, renewable). Md. Asad Ullah serves as first Managing Director (five-year tenure, renewable). Articles define their powers over meetings, company guidance, contracts, financing, and operations.

Banking & Finance

Company may open accounts in various banking institutions, operated by authorised signatories as determined by the Board.

Notices, Dividend & Reserves

Notices may be delivered personally or by post; dividend declarations out of profits; General Meetings may capitalise reserves for distribution.

Accounts & Audit

Directors shall maintain true accounts of assets, liabilities, receipts, expenditures, and sales. Financial statements prepared per Sections 183 and 184; annual audit conducted by appointed auditors.

Alteration & Indemnity

Articles may be amended via special resolution with three weeks’ notice. Capital may be increased or reduced with required approvals. Directors, officers, and staff indemnified against losses incurred in duty (excluding willful acts).

Annual Returns, Arbitration & Secrecy

Company complies with Section 36 for annual returns; disputes resolved under Arbitration Act 2001; officers maintain strict confidentiality except when legally required.

Winding Up

In winding up, surplus assets first pay capital paid up, remaining distributed proportionally among members. Assets may be distributed in specie or vested in trusts with member approval.

Strategic Objectives

Key focus areas guiding our operations and investment roadmap.

  • Provide cutting-edge IT solutions including networking, cybersecurity, office automation, IoT, and AI.
  • Sell and support high-end vendor products such as Cisco, Juniper, Huawei, Palo Alto, and Fortinet.
  • Act as media liaison between clients, vendors, developers, and engineers for seamless delivery.
  • Develop, manage, and implement eCommerce platforms and solutions.
  • Offer DevOps services including CI/CD pipelines, infrastructure as code, and automated testing.
  • Deliver comprehensive software development, integration, and lifecycle maintenance.
  • Design and develop websites, web applications, and digital interfaces for diverse industries.
  • Manage patient and hospital data through innovative software solutions.
  • Build and implement ERP solutions that optimise business operations.
  • Provide data centre services, including colocation, cloud hosting, and managed environments.
  • Offer email, domain registration, and hosting services with full support.
  • Grow our talent bench with full-time digital marketers and essential staff.
  • Acquire, lease, or manage properties required for business expansion.
  • Import and export products and services necessary to achieve corporate objectives.