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The Companies Act, 1994 .............

LIMITED

A PRIVATE COMPANY LIMITED Y !"ARE!

MEMORAND#M O$ A!!OCIATION

The Companies Act, 1994 %Act &VIII o' 1994( A P)i*ate Compan+ Limite, -+ !ha)es Memo)an,.m o' Association O' .............. LIMITED

I. II.

The name of the Company is ..................... LIMITED. The Registered Office of the Company will be in Dhaka, ................................................................................

III.

The objectives for which the company is established are all or any of the following provided that permission approval license from the !overnment or its appropriate agency and the concerned local government a"thority shall be obtained wherever it is so re#"ired by law, r"les or reg"lations$ %%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%

OPTION 01: . FOR TOURISM BUSINESS
&. To promote 'angladesh as a global to"rist destination and to attract to"rists to the co"ntry from all over the world and to provide all lawf"l services and facilities to the to"rists(

).

To provide information to to"rists and to"r operating companies across the globe abo"t events and places of interest in 'angladesh and abo"t available facilities and to develop and offer to"r packages to them(

*.

To promote domestic to"rism in 'angladesh as well as o"tbo"nd to"rism from 'angladesh and provide all services to them incl"ding services abroad thro"gh partner companies or branch offices as may e+ist in f"t"re(

,.

To establish, set "p, own, hire, operate and r"n to"rism related facilities in vario"s parts of 'angladesh incl"ding b"t not limited to, hotels, motels, g"estho"ses, resorts and any other type of accommodation that may be re#"ired by or for to"rists and visitors(

-.

To set "p and operate travel agencies and carry ticketing and all other related b"sinesses and also to enter into agreements with foreign airlines to r"n their online and off line !./ or 0./ in 'angladesh(

1.

To adopt s"ch means of making known the prod"cts and services of the Company or goods and articles dealt in by the company as may seem e+pedient s"ch as by advertising, circ"lars, catalog"es, show2cards, posters, road shows and free samples and e+hibiting and granting rewards, presents, pri3es and donations and also by s"ch other means of making known nationally and internationally as may seem e+pedient incl"ding advertisements thro"gh internet and website(

4.

To obtain license from 'angladesh 'ank to deal in foreign e+change to facilitate to"rism(

%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% O0TIO5 6)$ . 7OR /!RO2'/.8D I5D9.TRI8.
&. To carry on b"siness of :"lti2p"rpose /gro2based comple+, 0o"ltry farming, 7ish ;atchery, 0o"ltry 7eed, Dairy, 7isheries, D"ckery,

/gric"lt"re farming, C"ltivation of all kinds of /gro food, 0lantation of .eeds, 5"rsery, ;atchery, Import, 8+port :arketing local or abroad. ). To carry on the b"siness of 7isheries of ;igh <al"e 7ish, 5"rsery, ;atchery, ;ybrid seeds prod"ce, rice seeds, Corn seeds, 0otato seeds, <egetables seeds = >ater2melon seeds and other seeds b"siness. *. To carry on the b"siness of$ a( ?"ality fish prod"ction, hatcheries and marketing of fish. -( Import = 8+port of all kinds of agric"lt"ral seeds. c( $ish $a)min/ 7ish 7arm, ;atchery for shrimp, carp and prawn ;atchery, >hite 7ish, .hrimp, 0rawn, @obster = Crabs C"ltivation and e+port of vario"s types of fishes, 0rawn, @obster, .hrimp, crabs, sea2fishes, dry2fish and preservation and processing of shrimps and other fishes of both fresh water and .ea water. ,( Dai)+ $a)min/$ Dairy 7arming, :ilk 0rocessing, :ilk 0rod"cts, '"tter, Cheese, !ee, Ice2Cream, Chocolate = Candy, :ilk 7ree3ing, :ilk 0owder and their by prod"cts with #"ality packaging, s"pply and sales in the local market and abroad and to sell, import and e+port of Cows and Calves and make provision of their breeding. e( $attenin/ $a)min/$ Cow, !oat, .heep and '"ffaloes fattening and making provision for their breeding free3ing, packaging s"pplying in the local markets and abroad and all kinds of concerned b"siness. '( Po.0t)+ $a)min/$ @ayer 7arm, 0"llet raising 7arm, 'roiler 7arm, 0arent stock 7arm. 8stablishment of 0o"ltry hatchery, 8gg 0rocessing, 'roiler 0rocessing. /( A/)ic.0t.)e $a)min/$

/gric"lt"re, 0iscic"lt"re, ;ortic"lt"ral 7arm, <egetables and :"shroom c"ltivation, 0rocessing, 0acking, :arketing and sale to local market = abroad. 7lower plantation and seed prod"ction, processing of vegetables, flowers and fr"its. 8stablishment of packaging = canning ind"stries for local market re#"irement = for e+ports = "ndertake allied ind"stries. ,. To import all sorts of machinery and e#"ipments necessary for establishment and maintenance of modern feed mills to prod"ce feed for po"ltry, fish, shrimp, cattle and others. -. To set "p and establish a feed man"fact"ring plant which will prod"ce or prepare raw material for po"ltry feed, dairy feed, fish feed and shrimp feed. 1. To import, p"rchase, e+change eggs, chicks, chicken, d"cks and all sorts of high2breed and feed ingredient fowls and also to proc"re medicine, vaccination, veterinarian assistance, feeds from the co"ntry and abroad for proper maintains of the farm. 4. To Carry on po"ltry breeding firm independently or in association with foreign firms in order to develop parent stock of different breeds and also carry o"t research activities to introd"ce new breeds or to improve e+isting breeds.

%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% O0TIO5 6*$ . 7OR !858R/@ TR/DI5!
&. To carry on the b"siness of trading, b"y, sell, e+porters, importers, :arketing, indenters, commission agents, selling agents, distrib"tors, broker, stockiest, merchants, wholesalers, retailers, b"yers, man"fact"rers, general order s"ppliers and dealers in general merchandise, commodities, articles and goods all description whatsoever.

). To carry on the b"siness of carries by air, land or water, shipping agencies services, railway agencies services, clearing and co"rier services A.ection , = - of 0ostal /ct &BCB shall be obeyedD. *. To ac#"ire land by p"rchase, take on lease, e+change or otherwise incl"ding commercial and residential b"ilding and to develop the same for c"ltivation of agric"lt"re, farm and garden like tea estate, r"bber of all kinds and to sell, store market and also e+port the same in abroad. ,. To carry on the b"siness of man"fact"ring and dealings in all types of garments for gents, ladies and children made of cotton, rayon, silk, leather, j"te, woolen and other fibro"s prod"cts and the preparation, si3ing, processing, printing, embroidering, dyeing and coloring of any or all of he prod"cts mentions above or man"fact"re of te+tile and speciali3ed te+tile prod"cts. -. To carry on the b"siness of te+tile, spinning, weaving, dyeing, printing, finishing, bleaching, pressing, c"tting, packing, bailing, storing, b"ying, selling and otherwise dealing in cottons, yarns and synthetic fibers. 1. To carry on the b"siness of man"fact"ring and dealings in all types of garments accessories, elastic prod"cts, b"tton, b"ckram, fences materials for internal and overseas market and all other allied b"siness. 4. To carry on the b"siness of all kinds of garments made of cotton, silk, nylon, wool, leather, j"te and other fibro"s materials for internal and e+ternal markets and to man"fact"re, import, prod"ce and deal in treads, b"ttons interlining, packing and other materials "sed in garment ind"stries.

%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%

OPTION 04: FOR GENERAL BUSINESS
&. To set2"p establish and maintain ind"stries for man"fact"ring of steam boiler, stem iron, stem roller, vac""ming table, water softener, thread s"cking machine, thread rewinding machine, al"min"m, :...sheet = .. sheet, perforated and plain praline, ceiling "nit, tee bar, angel, 3ed and 9 sections and all sorts of al"min"m :. .. fitting of road transport, rail coach, te+tile sections and air condition grills = diff"sers fabricator.

). To carry on b"siness of .teel .. door, window and pipe line installation. *. To carry on the b"siness of aco"stical works, cons"ltants, /rmstrong and allied types of metal s"spension system of false ceiling and interior decoration. ,. To carry on the b"siness of prod"cer = man"fact"re all sorts of al"min"m .teel f"rnit"re, anodi3ing, electro2galvani3ing and all kinds of nickel works. -. To carry on the b"siness of marketing, import, e+port, man"fact"ring, assembling, installing, repairing, b"ying, selling in 'angladesh = abroad of all kinds of /l"min"m .teel electrical electronics digital prod"cts, f"rnit"re and sorts of allied prod"cts, peripherals incl"ding electric electronic digital e#"ipment like transformer, electric iron, electric switch, I0., 90., comp"ter, comp"ter monitor, comp"ter software, networking accessories, cooling tower, chiller, air handing "nit, fan coil "nit, refrigerator, television, air condition, oven, water p"mp, motor, power generator Diesel !as, vertical lifter, escalators, ind"strial e+ha"st fan, h"midifier, de2h"midifier, digital camera, ind"strial compressor, electrical cable, energy power light, optical fiber, telephone cable, @T .T panel board, 07I switch gear, mobile phone, steel .. sheet, steel .. plate, all kinds of pipe, Dyeing @ather all kinds of accessories = tools, all kinds of 'oiler >ater treatment Te+tile 0lastic Chemical, 'oiler = '"rner spares, !arments finishing machinery, >ater filter = Dispenser. 1. To carry on the b"siness of indenting, trading, commission agents and e+port, import, b"y, sell and deal in and with whether as principalsE agents. 4. To carry in 'angladesh or elsewhere trade, b"siness man"fact"re, and or to act, as b"siness agent, managing agents, selling agents, local agents, s"b2agents, sole agents, handling agents, commission

agents, indenting agents, indenters, stevedores, brokers for the benefit of the company.

OPTION 05: FOR GENEDRAL BUSINESS-02
&. To carry on b"siness and to /ct as e+port, import, man"fact"ring, distrib"tion, :arketing /gents, Commission /gents, .hipping /gent, Clearing and 7orwarding /gents AC = 7D, Representatives, Distrib"tors, .tockiest and sales of any prod"ct or service of 'angladeshi Company or of any 7oreign Company in 'angladesh or elsewhere. To carry on the b"siness of !eneral Trading, 8+port and Import of all Commercial permissible items, Dealers, Indenters, 'roker, :an"fact"ring, Contractor, !eneral ."pplier, '"ying and selling /gent. >holesale and Distrib"tors Dealers, Carrying of all and every kind of !eneral and special prod"cts Comp"ter, /ccessories and 5etwork accessories and other comp"ter and Internet related 0rod"ct. To carry on the b"siness as man"fact"rer, importer and e+porter of different kinds of 8lectronic goods. To carry on the b"siness of man"fact"ring, b"ying, selling, importing, e+porting all types of bea"ty soap, lemon soap herbal soap, ) in & soap, fairness soap, nail polish, remover, snow, talc"m powder, anti2dandr"ff soap, la"ndry soap detergent soap detergent powder, lipstick, bea"ty cream, cold cream, shampoo, hair care oil, body lotion, spot cream, petrole"m jelly, baby lotion, baby soap, baby oil, body spray, shaving cream, after shave lotion, tooth pest, tooth br"sh, hair die, black mehedi, vaseline, tiss"e paper, toilet paper, washing powder, hair dye and all other cosmetics items. To b"y, sell, import, e+port or otherwise deal in all kind of edible oils, oil prod"cts and by prod"cts, other edible oil, cocon"t oil, palm oil and spices. To carry on the b"siness of Travel /gency, !eneral .ales /gency, Travel and To"r operations and all sorts of to"rism related b"siness like rent2a2 car, sight2seeing with travel g"ide, motel, hotel, resta"rant in home and abroad. To carry on the b"siness of comp"ter technology and all sorts of electronic items and to man"fact"re, assemble, e+port b"y sell and service incl"ding setting "p of show2room, training center and otherwise deal in comp"ter = other electronic goods.

).

*. ,.

-. 1.

4.

========================================= OPTION 06: FOR GENERAL BUSINESS -03
&. To carry on the b"siness as Internet service on line information :edia b"siness and network :arketing plan, 7amily needs marketing and goods any prod"cts. ). To carry on the b"siness and to establish with the modern e#"ipment of Internet service Telecomm"nication net work b"siness. :odern comp"ter b"siness server on line b"siness, so"nd receiving system by the Internet media so"nd sending system by the Internet media, with all sorts of internet and same nat"re of b"siness which is applicable in near f"t"re *. To carry on the b"siness of local and international Co"rier .ervices independently or with foreign collaboration or as foreign Co"rier .ervice agents. ,. To carry on the b"siness of '"s .ervice and any other sort of transport b"siness. -. To carry of import and the b"siness of City 8+press .ervice .ystems of Cab, Ta+i, :a+i, Car, :icro b"s, do"ble decker b"s, b"s, mini2b"s and a"to2rickshaw. 1. To carry on b"siness and to act as Traders, 8+porter, Importer, :erchants, Indentors, :arketing /gents, '"ying ho"se, Commission /gents, .hipping /gent, Clearing and 7orwarding /gents, Distrib"tors, .tockiest and sales of any prod"ct. 4. To carry on the b"siness of .hopping :all, Chinese Resta"rant, Resta"rant, ;otel, :otel, Cottage, Catering, Cafe, Refreshment Room and @odging ;o"se all kinds, .ports ;o"se, Indoor !ames s"ch as Carom, Chess, Table Tennis, !olf, 'illiard, 'adminton, .wimming 0ool, !ymnasi"m, Drinks, Caterers for 0"blic /m"sements, ;air dressers, 0erf"mes, 0roprietors of Cl"bs, ;ealth Cl"bs, 7ishing 'oat, Children 0ark.

========================================

OPTION-07: FOR GENERAL BUSINESS / MANUFACTURING
& To set2"p establish and maintain ind"stries for man"fact"ring of steam boiler, stem iron, stem roller, vac""ming table, water softener, thread s"cking machine, thread rewinding machine, al"min"m, :...sheet = .. sheet, perforated and plain praline, ceiling "nit, tee bar, angel, 3ed and 9 sections and all sorts of al"min"m :. .. fitting of road transport, rail coach, te+tile sections and air condition grills = diff"sers fabricator. ) * To carry on b"siness of .teel .. door, window and pipe line installation. To carry on the b"siness of aco"stical works, cons"ltants, /rmstrong and allied types of metal s"spension system of false ceiling and interior decoration. , To carry on the b"siness of prod"cer = man"fact"re all sorts of al"min"m .teel f"rnit"re, anodi3ing, electro2galvani3ing and all kinds of nickel works. To carry on the b"siness of marketing, import, e+port, man"fact"ring, assembling, installing, repairing, b"ying, selling in 'angladesh = abroad of all kinds of /l"min"m .teel electrical electronics digital prod"cts, f"rnit"re and sorts of allied prod"cts, peripherals incl"ding electric electronic comp"ter monitor, comp"ter software, networking accessories, digital cooling e#"ipment like transformer, electric iron, electric switch, I0., 90., comp"ter, tower, chiller, air handing "nit, fan coil "nit, refrigerator, television, air condition, oven, water p"mp, motor, power generator Diesel !as, vertical lifter, escalators, ind"strial e+ha"st fan, h"midifier, de2h"midifier, digital camera, ind"strial compressor, electrical cable, energy power light, optical fiber, telephone cable, @T .T panel board, 07I switch gear, mobile phone, steel .. sheet, steel .. plate, all kinds of pipe, all kinds of accessories = tools, all kinds of 'oiler >ater treatment Te+tile Dyeing @ather 0lastic

Chemical, 'oiler = '"rner spares, !arments finishing machinery, >ater filter = Dispenser. 1 4 To carry on the b"siness of indenting, trading, commission agents and e+port, import, b"y, sell and deal in and with whether as principalsE agents. To carry in 'angladesh or elsewhere trade, b"siness man"fact"re, and or to act, as b"siness agent, managing agents, selling agents, local agents, s"b2 agents, sole agents, handling agents, commission agents, indenting agents, indenters, stevedores, brokers for the benefit of the company.

============================================= OPTION 0 : FOR CONSTRUCTION / REAL ESTATE
1. To carry on the b"siness of real estate, ho"sing and apartment and to do and carry on the b"siness of b"yer, seller of flats, apartment, b"ildings rooms, h"ts and to "ndertake constr"ction of ."per market, .hopping centre, shopping comple+, comm"nity centres. /nd to arrange for sale or let o"t of those to general p"blic or to hold it for their management. 1. To do and carry on the b"siness of development of b"ilding and apartments and sell and dispose of the said b"ildings and apartments and b"siness of b"ilder, engineers, architects and contractors and to b"ild townships, gardens, markets, ho"sing estates or other b"ildings or conveniences, drainage facilities, "tility services electricity, water s"pply, sewerage installations and to deal with the same in any manner. 2. To provide lands, b"ildings, apartments, ho"ses, flats, rooms, h"ts, or other accommodation constr"cted or to be constr"cted by the Company

for members thereof and others on their behalf constr"ct s"ch b"ildings apartments, ho"ses, flats, rooms, h"ts and other accommodation on terms and conditions that may be agreed "pon by and between the parties. 4. To develop and r"n to acco"nt any land ac#"ired by the Company or in which the Company is interested and partic"lar by laying o"t and preparing the same for b"ilding p"rpose, constr"ction, altering and p"lling down, decorating, maintaining, f"rnishing and fitting "p and improving b"ildings and by planting, paving, drawing, forming, c"ltivation, letting on b"ilding, lease or b"ilding agreement and by advancing money to and entering into contacts arrangements of all kinds with b"ilders, tenants and others. 3. 4. To act as Cons"lting 8ngineers, /rchitects, 0lanner, ."rveyors = Demographic ."rveyors, 8stimators, <al"ers, Designer and ."pervisors. To carry on the b"siness of Constr"ctors '"ilders, 8rects, 8ngineers, .tr"ct"ral and /rchitect"re designers, contractors, civil, :echanical, 8lectrical, Chemical and :etall"rgical, 8lectronic, Telecomm"nication, 'io2medical, Comp"ter 8ngineers and cons"ltants "nder taking to e+ec"te, contracts, to design, plan, b"ild, fabricate, maintain, develop, improve work, control and manage any b"ildings, road, bridges, railways, tramways, waterways, dockyards, .ea ports, /ir ports, gas works, reservoirs electric power station, power s"b2station, power transmission = distrib"tion, heating, ventilation, /ir conditioning A;</CD and light s"pply works, telecomm"nication works, stores and other like works and to contrib"te or otherwise assist or take part in the constr"ction, maintenance development, working and management thereof.
F

5.

To carry on the b"siness of constr"ction, man"fact"re, import, e+port, erection, fabrication of al"mini"m doors = windows, all interior decorative works, 0aints, 0lastic, timber, !lass = f"rnit"re works, so"nd control works and aco"stics, works with !yps"m board, :ineral board, 0ly wood, 0ainting = varnishing = related works re#"iring interior = e+terior design.

%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% OPTION 0!: FOR "-BUSINESS
&. 0rimarily to promote the development and advancement of comp"ter systems, Information and Comm"nication Technology AICTD and .oftware, and carry on, "ndertake and cond"ct related b"siness and do all matters and things incidental there to. To enco"rage and assist in the balanced development of the software and information services ind"stry in 'angladesh. To work closely with ICT area with a view to enabling the 'angladesh .oftware and Information Technology ind"stry reach global pre2eminence. To ac#"ire and take over as a going concern the b"siness now carried on in 'angladesh by ICT Company. To maintain all information relating to the clients b"siness operations, practice and related systems in absol"te confidentiality. The s"ccess s"rmo"nted thro"gh the h"mble rep"tation of developing vario"s software at attractively low cost ens"ring better prod"ct lives. To provide f"ll range of .ystems .oftware = ;ardware .ol"tion prod"cts and peripherals. To help in the development of financial systems re#"ired by .oftware and Information .ervices ind"stry.

). *.

,. -.

1. 4.

========================================= OPTION 10: FOR GARMENT / TE#TILE
&. To b"y, sell, import, 8+port, indent and deal with all sorts of machineries, 8#"ipments, spares and all other mechanical, technical and non technical items and appliances, parts and components re#"ired directly or indirectly for set "p. establish, promote, develop, manage and smooth r"nning of

garments ind"stry to promote its prod"ction, storing, marketing, selling, and distrib"tion p"rposes both at home and abroad. ). To b"y, sell, e+port, import, indent, promote and deal with sewing thread, collar bone, embroidery thread, b"ttons, hooks, plastic clips, chains, labels, printed or plain bo+es and any other items those may be re#"ired for raw materials, packing materials and garments ind"stry both home or abroad. To establish and operate Gnit composite mills, te+tile mills, si3ing, dyeing or printing mills, finishing mills both for man"fact"ring of knit and woven fabrics made of cotton, synthetic, woolen, rayon and any other fibers for &66H e+port p"rpose. To carry on the b"siness of designing, man"fact"ring, dyeing, printing and marketing readymade woven = knit garments incl"ding all kinds of cas"al ware and @adies and !ents, garments and re#"isites made of both synthetic and non2synthetic materials prod"ce by mechani3ed, semi2 mechani3ed means for importing and e+porting from and to co"ntries of the world. To .et "p, establish, b"ild, constr"ct, r"n, manage and install te+tile mills, cotton mills, weaving, dyeing and finishing facilities, garments factory and any other like b"siness of spinning, knitting and or otherwise man"fact"ring, bleaching, merchandising, calendering, finishing and selling domestic method or e+port of cloth, yarns and other like nat"re of goods and merchandise. To set "p a &66H 8+port oriented ready2made garments factory with embroidery machine man"fact"ring wears = children wears of vario"s kinds, si3es and designs made of cotton yarn, nylon, rayon, polyester silk, artificial silk and other fibro"s materials and also to b"y, sell import and otherwise deal of cotton yarn, silk, artificial silk, nylon or fibro"s materials and also the prod"cts and by prod"cts made thereof. To carry on all or any of b"siness of dress makers, e+port oriented garments, designers tailors clothing o"tstanding o"tfitters, glovers dealer in Ready2made !arments, .weater 7actory, >oven, cotton, nylon, silk, artificial silk, woolen goods, @eather, 0lastic, j"mpers, rayon, j"te goods, te+tile = j"te ind"stry and knitting of all sorts

*.

,.

-.

1.

4.

%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%

I<. <.

The liability of the members is limited. The a"thorised share capital of the company is Tk.&6,66,66,666 ATaka Ten CroresD divided into Ordinary and preferential shares. There shall be a total of &6,666 ATen tho"sand D shares each of Taka &6,666 ATaka Ten tho"sand onlyD with the power to increase or red"ce the capital, to divide the shares in capital for the time being into several classes and to attach hereto respectively s"ch preferential, deferred, #"alified or special rights, privileges or conditions as may be determined by or in accordance with the reg"lations of the company and to vary, modify or abrogate any s"ch rights, privileges or conditions in s"ch manner as may for the time being be provided by the /rticles of the company and consolidate, s"b2divide the shares and iss"e shares of higher or lower denomination.

6e, the se*e)a0 pe)sons, 7hose names, a,,)esses an, ,esc)iptions a)e s.-sc)i-e, a)e ,esi)o.s o' -ein/ 'o)me, into a compan+ in acco),ance 7ith the Memo)an,.m o' Association, an, 7e )especti*e0+ a/)ee to ta8e the n.m-e) o' sha)es in the capita0 o' the Compan+ set opposite to )especti*e names -e0o79

Name, A,,)ess, Nationa0it+ : Occ.pation o' the !.-sc)i-e) N.m-e) o' !ha)es Ta8en -+ Each !.-sc)i-e) !i/nat.)e o' the !.-sc)i-e)

1. IIIII.. 7ather IIII. :other$IIIII. /ddress$IIIII. /ge IIII

Occupation………... TIN :… Nationality…….…….. Phone/Mobile………………………….
). IIIII..

7ather IIII. :other$IIIII. /ddress$IIIII. /ge IIII Occ"pationIII... TI5 $IIIII Nationality …………..

Phone/Mobile………………………….

Dated2222222222222day of 222222222 )66C >IT58..8.$ &. ).

T"E COMPANIE! ACT 1994
%ACT. &VIII O$ 1994(

A PRIVATE COMPANY LIMITED Y !"ARE! A)tic0es o' Association o'

;;;;;; LTD.
PRELIMINARY

&

The Reg"lations contained in the sched"le2& of the companies /ct , &CC, shall apply to this company with respect to s"ch provisions as are applicable to a 0rivate @imited Company , 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. In constr"ing of these /rticles "nless there shall be something rep"gnant in the s"bject or conte+t inconsistent there with $2 a. JActJ means the Companies /ct, K<III of &CC,.

)

b. c. d. e. f. g. h.

JCompan+J means the ;;;.. ;;;.. LTD. JO''iceJ means the Registered Office of the Company for the time being. JYea)J means the 8nglish Calendar year as followed by the Company. JMonthJ means the calendar month according to the 8nglish Calendar year. JDi)ecto)sJ means the 'oard of Directors of the Company for the time being. J oa),J or J oa), o' Di)ecto)sJ means the 'oard of Directors of the Company for the time being. JIn 6)itin/J means written or printed, partly written and partly printed and incl"des lithography, type printed and other means representing word in a visible form. >ord imparting the sing"lar n"mber only incl"des the pl"ral n"mber and vice versa. JMem-e)J means the legal owner the share name where of being appeared in the :embers register. PRIVATE COMPANY

i. j.

*.

The Company is a 0rivate @imited Company within the meaning of section )A&D "nder cla"se A?D of the companies /ct,&CC, and accordingly the following shall apply$2 a. b. c. 5o invitation shall be iss"ed to the p"blic to s"bscribe for any share, debent"re of the company( The n"mber of members of the Company Ae+cl"sive of the persons in the employment of the companyD shall be limited to fifty( and The right to transfer shares of the company is restricted in the manner and to the e+tent hereinafter provided. !"ARE CAPITAL

,.

The /"thori3ed .hare Capital of the Company is T8. 1<,<<,<<,<<<=> %Ten C)o)e( divided into 1<,<<,<<< %Ten Lac( Ordinary .hares of T8.1<<=> each with power to increase or red"ce the same val"e of its shares. ."bject to the provisions of the /rticles, the share shall be "nder the control of the directors who may allot or otherwise dispose of the same.

-.

COMMENCEMENT O$ #!INE!! 1. The b"siness of the Company shall be commenced from the date of incorporation of the company. !"ARE CERTI$ICATE 4. The certificate of title to share and d"plicate thereof whenever necessary shall be iss"ed to the members "nder the common seal of the company and shall be signed by the Chairman and :anaging Director of the company. If any share certificate is defaced, worn o"t, destroyed or lost, it may be re2 iss"ed on s"ch evidence being prod"ced and s"ch indemnity Aif anyD being given as the Directors re#"ire and Ain case of defacement or wearing o"tD on delivering of the old certificate and on payment of s"ch s"m not e+ceeding Tk.-.66 as the Directors may from time to time re#"ire.

B.

LIEN C. The company shall have a paramo"nt lien on every share Anot being a f"lly paid shareD for all moneys called or payable at a fi+ed time in respect of that share, the company lien, if any, on a share shall e+tend to all dividends payable thereof. TRAN!$ER AND TRAN!MI!!ION O$ !"ARE! &6. 5o transfer of any share shall be made or registered witho"t the approval of the 'oard of Directors who may witho"t assigning any reason decline to give any s"ch approval and shall decline any transfer involving contravention of cla"se *AbD of these articles. 5o share shall be transferred to any o"tsiders as long as any e+isting member is willing to p"rchase the same at a fair val"e to be determined by the Directors in a 'oard :eeting. The certificate of shares shall accompany the Instr"ment of Transfer of shares for transfer of shares previo"sly approved by the 'oard of Directors. In the case of death of a member, the s"rvivor where the deceased was a joint holder, and the legal personal representative of the deceased where he was a sole holder, shall be the only persons recogni3ed by the company as

&&. &).

having any title to his interest in the shares, b"t this /rticles does not release the estate of a deceased sole joint holder from any liability in respect of the said share. ORRO6IN? PO6ER &*. The :anaging Director may from time to time with the approval of the 'oard of Directors may borrow from any so"rce either from any commercial or sched"le banks, or financing instit"tions or firms any s"m of money re#"ired for the p"rpose of the company and sec"re the payment or repayment of s"ch money so borrowed in s"ch manner and "pon s"ch terms and conditions in all respects d"ly approved by the 'oard of Directors deemed fit in partic"lar by hypothecation or charge on all or any part of the property of the company Aboth present and f"t"reD incl"ding its "ncalled capital for the time being.

?ENERAL MEETIN? &,. The general meeting of the company shall be held within eighteen months from the date of incorporation of the company and thereafter once in every calendar year Anot being more than fifteen months after holding of the last preceding general meetingD at s"ch time and place as may be decided by the Directors of the company. The above mentioned general meeting shall be called JORDI5/RL !858R/@ :88TI5!J and all other general meeting of the company shall be called J8KTR/2ORDI5/RL !858R/@ :88TI5!J. The Directors may at any time call an e+tra2ordinary general meeting and an e+tra2ordinary general meeting may also be called on re#"isition made by the shareholders in accordance with the provisions of section B, of the companies /ct &CC,. APPOINTMENT AND REMOVAL O$ A DIRECTOR &1. The company may appoint or remove a Director from the company in its /nn"al !eneral :eeting. PROCEEDIN? O$ ?ENERAL MEETIN? &4. ."bject to the provision of section B4A)D of the Companies /ct, relating to special resol"tions at least fo"rteen days notice specifying the place, the day and the ho"r of the general meeting and in case of special b"siness, the

&-.

general nat"re of s"ch b"siness, shall be given to the members in s"ch manner as may be prescribed by the company in a general meeting, b"t accidental omission to give s"ch notice, to or non2receipt of s"ch notice by any member shall not invalidate the proceedings of the general meeting. / general meeting may, with the consent in writing of all the member be convened by a shorter notice and in any manner they think s"itable. &B. 5o b"siness shall be transacted at any general meeting "nless the #"or"m of members is present at the time when the meeting proceeds to transact b"siness. T6O members personally present shall form the #"or"m of any general meeting. VOTE O$ MEM ER! &C. 5o member shall be entitled to vote "nless all installments or calls or other s"m or s"ms presently payable by him, in respect of his holding of shares in the company has been paid. DIRECTOR! )6. )&. 9ntil otherwise determined in the general meeting the n"mber of Directors of the company shall not be less than T6O and not more than TEN. The following persons shall be the first Directors of the company. 1. ;;;;;;;; 1. ;;;;;;;. )). The @.a0i'ication of a Director shall be holding of share of 1<<< %One tho.san,( ordinary shares of Tk.&66 2 each in the .hare Capital of the Company in his her own name alone and not jointly with any others. The rem"neration of a Director shall not e+ceed Tk.-66 2 ATaka five h"ndredD each for meeting of the Directors attended by him together with s"ch traveling and other e+penses as may be inc"rred for attending the meeting. If any Director be called "pon to perform any e+tra service or to make any special e+ertion for the Company, the Directors so doing may be rem"nerated either by a fi+ed s"m or by a percentage on the profit of the Company as may be decided by the Company in !eneral :eeting. 8very Director shall vacate his office in the event of$

)*.

),.

)-.

aD bD cD dD

;e is failing to obtain the #"alifying share. ;e becoming bankr"pt or insolvent or on becoming "nso"nd mind. ;e resigning from the office by giving notice in writing to the company. /nd if he acts in contravention of the section B1AfD of the Companies /ct &CC,. A#OR#M

)1.

9ntil otherwise determined by the Company in general meeting 1 %T6O( Directors present in person shall form the #"or"m of board meeting. PO6ER O$ DIRECTOR!

)4.

The :anagement and control of the b"siness of the company shall be vested in the 'oard of Directors who in addition to the powers and a"thorities by these presents or otherwise e+pressly conferred on them may e+ercise all s"ch powers and do all s"ch acts and things as may be e+ercised or done by the company and are not hereby or by the act e+pressly directed or re#"ired to be e+ercised or done the company in general meeting, b"t s"bject nevertheless to the provisions of the act and of these presents and to any 'y2law from time to time made by the Company in general meeting, provided that no reg"lation so made shall invalidate any prior act of the Directors which wo"ld have been valid if s"ch reg"lation had not been made. >itho"t prej"dice to the general powers conferred by the last preceding /rticle and the other powers conferred by these presents, it is hereby e+pressly declared that the Directors shall have the following powers that is to say, power$2 &. To pay the costs, charges and e+penses preliminary and incidental to the promotion, formation, establishment and registration of the Company. To p"rchase or otherwise ac#"ire for the Company any property, rights or privileges that the Company is a"thori3ed to ac#"ire at s"ch price and generally on s"ch terms and conditions, as they think fit. To pay for any property, rights, and privileges ac#"ired by the company in cash or in shares of the Company and any s"ch shares may be iss"ed either as f"lly paid "p or with s"ch amo"nt credited as paid "p thereon as may be agreed "pon.

)B.

).

*.

,.

To sec"re the f"lfillment of any contract or engagements entered into by the Company by mortgage or charge on all or any of the property of the Company and its "npaid capital for the time being or in s"ch other manner as they may think fit. To accept from any member, on s"ch terms and conditions as shall be agreed b"t s"bject to the provisions of the act, as s"rrender of his share or any part thereof. To deal with any of the moneys of the Company not immediately re#"ired for the companyMs p"rpose in or "pon s"ch investments or sec"rities Anot being shares in this companyD and in s"ch manner as they may think fit, and from time to time to vary or reali3e s"ch investments. To provide for the welfare of the employees or company and their wives and dependents and to award bon"s or other payments for the benefits of s"ch persons as may appears to the Directors j"st proper and to set aside a portion of the profit of the company to form a f"nd to b"ild or contrib"te to the b"ilding of ho"ses and s"bscribing to provident f"nd and other f"nds and establishment of schools, recreation centers and hospitals which will, the opinion of the Directors, tend to increase the rep"te of the company among its employees and the p"blic. C"AIRMAN

-.

1.

4.

)C.

;;;;;. shall be the first Chairman of the Company for a period of 3 %$i*e( years from the date of incorporation. ;e will preside all over the meeting and s"pervision all the activities of the company. MANA?IN? DIRECTOR

*6.

;;;;;.. shall be the first :anaging Director of the company for a period of 3 %$i*e( years from the date of incorporation. ;is rem"neration shall be fi+ed by the general meeting. ."bject the control and s"pervision of the 'oard of Directors, the :anaging Director shall e+ercise the following powers$2 &. Control over the management of the b"siness of the company with f"ll power to do all acts, matters and things deemed necessary, proper and e+pedient for carrying on the normal day to day b"siness of the Company.

*&.

).

To make and sign all contracts to the b"siness of the Company incl"ding contracts for sales and p"rchases and contracts for leases of property. To have the engagement and dismissal of managers, other officers, assistants, clerks, agents and special services and to determine their a"thorities and d"ties and to fi+ their a"thorities and to fi+ their rem"nerationMs. 7"ll power to draw, sign, accept, endorse and negotiate, on behalf of the company, all bills of e+change, promissory notes, che#"es, government papers and sec"rities and all other instr"ments as shall necessary, proper and e+pedient for carrying on the b"siness of the company. To sign all receipt for money paid to the company and all vo"chers of payment made by the company and s"ch signat"re shall be an effect"al discharge for the moneyMs therein stated to have been received or paid. /ll the power, a"thority and discretion of the 'oard of Directors of the Company e+cept as those which are otherwise stated by the Companies /ct &CC, or by these presents are e+pressly directed to be e+ercised by the 'oard of Directors collectively or by the shareholders in general meeting.

*.

,.

-.

1.

ANB ACCO#NT *). The company shall open 'ank /cco"ntAsD with any sched"le 'ank in 'angladesh and abroad and shall be operated the same by the Coint !i/nat.)e o' the Chai)man an, the Mana/in/ Di)ecto) or as per decision by the 'oard of Directors of the company.

COMMON !EAL **. The common seal of the Company shall not be affi+ed to any instr"ment e+cept by the a"thority of a resol"tion of the 'oard of Directors in the presence of at least two Directors who shall sign s"ch instr"ment to which the seal of the Company is so affi+ed in their presence.

ACCO#NT! *,. The Directors shall ca"se to be kept proper books of acco"nt with respect to$2 a. b. c. *-. /ll s"ms received and spent by the Company. /ll sales and p"rchases of goods and services by the Company. The assets and liabilities of Company.

The books of acco"nt shall be kept at the registered office of the Company or at s"ch place as the Directors shall think s"itable and shall be open to inspection by the Directors d"ring b"siness ho"rs. A#DIT

*1.

Once at least every year the acco"nts of the Company shall be e+amined and the correctness of the profit and loss acco"nt and balance sheet ascertained by one or more /"ditors appointed for the p"rpose and the provision of section )&6 to )&* of the companies /ct &CC,. The company in general meeting shall fi+ the rem"neration of the a"ditors e+cept that they fi+ the rem"neration of any a"ditor appointed by the 'oard of Directors. INDEMNITY

*4.

*B.

The :anaging Director and Directors, Officer, .ervant shall be indemnity by the Company for all losses and e+pendit"re inc"rred by him or them respectively in or abo"t the discharge of their d"ty e+cept their willf"l /ct, neglect or defa"lt and shall be the d"ty of the directors to pay o"t of the f"nd of the company in cash all losses and e+penses which the :anaging Director or any other directors, officers or servants may in any way inc"r in the discharge of his or their d"ties and the amo"nt for which indemnity is provided shall immediately attach a lien on the property of the company and have priority over all claims. AR ITRATION

*C.

If and whenever any difference shall raise between the Company and any of the members of their representative to"ching the constr"ction of any of the /rticle herein contained or any /ct. matter or thing mad, done or omitted in regard to the rights and liabilities arising here"nder or arising o"t of the reg"lation e+isting between the parties by reasons of these presents or of the stat"tes or any of them, s"ch difference shall be forthwith referred to two

/rbitrators, one to be appointed by each party and difference to an 9mpire to be chosen by the /rbitrators before entering on the consideration in accordance with the provisions of the /rbitration /ct, )66&. 6INDIN? #P ,6. It the company shall be wo"nd "p, the s"rpl"s assets shall As"bject to any rights attached to special class of shares forming part of the share capital for the time being of the companyD be applied first in the payment of the capital paid "p on the ordinary shares and the e+cess Aif anyD shall be distrib"ted among the members holding ordinary share in proportion of the member of ordinary shares held by them respectively at the commencement of the winding "p.
>e, the several persons whose names and address are s"bscribed are desiro"s of being formed into company in p"rs"ance of this A)tic0es o' Association, and we respectively agree to take the n"mber of shares in the capital of this company set opposite to o"r respective names$2
Name, A,,)ess, Nationa0it+ : Occ.pation o' the !.-sc)i-e) N.m-e) o' !ha)es Ta8en -+ Each !.-sc)i-e) !i/nat.)e o' the !.-sc)i-e)

1. IIIII.. 7ather IIII. :other$IIIII. /ddress$IIIII. /ge IIII

Occupation………... TIN :… Nationality…….…….. Phone/Mobile………………………….
). IIIII..

7ather IIII. :other$IIIII. /ddress$IIIII. /ge IIII Occ"pationIII... TI5 $IIIII Nationality …………..

Phone/Mobile…………………………. Dated: The .......................... day of ...........................2009.

Name of Witness with description

. !.

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