The Companies Act, 1994

............. LIMITED

A PRIVATE COMPANY
LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
 The Companies Act, 1994

(Act XVIII of 1994)

A Private Company Limited by Shares

Memorandum of Association

Of

.............. LIMITED

I. The name of the Company is ..................... LIMITED.

II. 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 Government
or its appropriate agency and the concerned local government authority
shall be obtained wherever it is so required by law, rules or regulations:

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

OPTION 01: . FOR TOURISM BUSINESS

1. To promote Bangladesh as a global tourist destination and to
attract tourists to the country from all over the world and to provide all
lawful services and facilities to the tourists;

2. To provide information to tourists and tour operating companies

across the globe about events and places of interest in Bangladesh and
about available facilities and to develop and offer tour packages to them;
3. To promote domestic tourism in Bangladesh as well as outbound
tourism from Bangladesh and provide all services to them including
services abroad through partner companies or branch offices as may exist
in future;

4. To establish, set up, own, hire, operate and run tourism related
facilities in various parts of Bangladesh including but not limited to, hotels,
motels, guesthouses, resorts and any other type of accommodation that
may be required by or for tourists and visitors;

5. To set up and operate travel agencies and carry ticketing and all
other related businesses and also to enter into agreements with foreign
airlines to run their online and off line GSA or PSA in Bangladesh;

6. To adopt such means of making known the products and services

of the Company or goods and articles dealt in by the company as may
seem expedient such as by advertising, circulars, catalogues, show-cards,
posters, road shows and free samples and exhibiting and granting
rewards, presents, prizes and donations and also by such other means of
making known nationally and internationally as may seem expedient
including advertisements through internet and website;

7. To obtain license from Bangladesh Bank to deal in foreign

exchange to facilitate tourism;

====================================
OPTION 02: . FOR AGRO-BASED INDUSTRIES
1. To carry on business of Multi-purpose Agro-based complex, Poultry
farming, Fish Hatchery, Poultry Feed, Dairy, Fisheries, Duckery,
Agriculture farming, Cultivation of all kinds of Agro food, Plantation of
Seeds, Nursery, Hatchery, Import, Export Marketing local or abroad.
2. To carry on the business of Fisheries of High Value Fish, Nursery,
Hatchery, Hybrid seeds produce, rice seeds, Corn seeds, Potato seeds,
Vegetables seeds & Water-melon seeds and other seeds business.
3. To carry on the business of:
a) Quality fish production, hatcheries and marketing of fish.
b) Import & Export of all kinds of agricultural seeds.

c) Fish Farming
Fish Farm, Hatchery for shrimp, carp and prawn Hatchery, White Fish,
Shrimp, Prawn, Lobster & Crabs Cultivation and export of various
types of fishes, Prawn, Lobster, Shrimp, crabs, sea-fishes, dry-fish and
preservation and processing of shrimps and other fishes of both fresh
water and Sea water.

d) Dairy Farming:
Dairy Farming, Milk Processing, Milk Products, Butter, Cheese, Gee,
Ice-Cream, Chocolate & Candy, Milk Freezing, Milk Powder and their
by products with quality packaging, supply and sales in the local
market and abroad and to sell, import and export of Cows and Calves
and make provision of their breeding.
e) Fattening Farming:
Cow, Goat, Sheep and Buffaloes fattening and making provision for
their breeding freezing, packaging supplying in the local markets and
abroad and all kinds of concerned business.
f) Poultry Farming:
Layer Farm, Pullet raising Farm, Broiler Farm, Parent stock Farm.
Establishment of Poultry hatchery, Egg Processing, Broiler Processing.

g) Agriculture Farming:
 Agriculture, Pisciculture, Horticultural Farm, Vegetables and Mushroom
cultivation, Processing, Packing, Marketing and sale to local market &
abroad. Flower plantation and seed production, processing of
vegetables, flowers and fruits. Establishment of packaging & canning
industries for local market requirement & for exports & undertake allied
industries.

4. To import all sorts of machinery and equipments necessary for

establishment and maintenance of modern feed mills to produce feed for
poultry, fish, shrimp, cattle and others.

5. To set up and establish a feed manufacturing plant which will produce or

prepare raw material for poultry feed, dairy feed, fish feed and shrimp
feed.

6. To import, purchase, exchange eggs, chicks, chicken, ducks and all sorts
of high-breed and feed ingredient fowls and also to procure medicine,
vaccination, veterinarian assistance, feeds from the country and abroad
for proper maintains of the farm.

7. To Carry on poultry breeding firm independently or in association with

foreign firms in order to develop parent stock of different breeds and also
carry out research activities to introduce new breeds or to improve existing
breeds.

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OPTION 03: . FOR GENERAL TRADING

1. To carry on the business of trading, buy, sell, exporters, importers,

Marketing, indenters, commission agents, selling agents, distributors,
broker, stockiest, merchants, wholesalers, retailers, buyers, manufacturers,
general order suppliers and dealers in general merchandise, commodities,
articles and goods all description whatsoever.
2. To carry on the business of carries by air, land or water, shipping
agencies/services, railway agencies/services, clearing and courier services
(Section 4 & 5 of Postal Act 1898 shall be obeyed).

3. To acquire land by purchase, take on lease, exchange or otherwise

including commercial and residential building and to develop the same for
cultivation of agriculture, farm and garden like tea estate, rubber of all kinds
and to sell, store market and also export the same in abroad.

4. To carry on the business of manufacturing and dealings in all types of

garments for gents, ladies and children made of cotton, rayon, silk, leather,
jute, woolen and other fibrous products and the preparation, sizing,
processing, printing, embroidering, dyeing and coloring of any or all of he
products mentions above or manufacture of textile and specialized textile
products.
5. To carry on the business of textile, spinning, weaving, dyeing, printing,
finishing, bleaching, pressing, cutting, packing, bailing, storing, buying,
selling and otherwise dealing in cottons, yarns and synthetic fibers.

6. To carry on the business of manufacturing and dealings in all types of

garments accessories, elastic products, button, buckram, fences materials
for internal and overseas market and all other allied business.
7. To carry on the business of all kinds of garments made of cotton, silk, nylon,
wool, leather, jute and other fibrous materials for internal and external
markets and to manufacture, import, produce and deal in treads, buttons
interlining, packing and other materials used in garment industries.

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

OPTION 04: FOR GENERAL BUSINESS

1. To set-up establish and maintain industries for manufacturing of steam

boiler, stem iron, stem roller, vacuuming table, water softener, thread
sucking machine, thread rewinding machine, aluminum, M.S.sheet &
SS sheet, perforated and plain praline, ceiling unit, tee bar, angel, zed
and U sections and all sorts of aluminum/MS/SS fitting of road
 transport, rail coach, textile sections and air condition grills & diffusers
fabricator.
2. To carry on business of Steel/SS door, window and pipe line
installation.

3. To carry on the business of acoustical works, consultants, Armstrong

and allied types of metal suspension system of false ceiling and interior
decoration.
4. To carry on the business of producer & manufacture all sorts of
aluminum/Steel furniture, anodizing, electro-galvanizing and all kinds
of nickel works.

5. To carry on the business of marketing, import, export, manufacturing,

assembling, installing, repairing, buying, selling in Bangladesh &
abroad of all kinds of Aluminum/ Steel/ electrical/ electronics/ digital
products, furniture and sorts of allied products, peripherals including
electric/ electronic / digital equipment like transformer, electric iron,
electric switch, IPS, UPS, computer, computer monitor, computer
software, networking accessories, cooling tower, chiller, air handing
unit, fan coil unit, refrigerator, television, air condition, oven, water
pump, motor, power generator Diesel/Gas, vertical lifter, escalators,
industrial exhaust fan, humidifier, de-humidifier, digital camera,
industrial compressor, electrical cable, energy power light, optical fiber,
telephone cable, LT/ST panel board, PFI switch gear, mobile phone,
steel/SS sheet, steel/SS plate, all kinds of pipe, all kinds of
accessories & tools, all kinds of Boiler/ Water treatment/ Textile/
Dyeing / Lather / Plastic Chemical, Boiler & Burner spares, Garments
finishing machinery, Water filter & Dispenser.
6. To carry on the business of indenting, trading, commission agents and
export, import, buy, sell and deal in and with whether as principals’
agents.
 7. To carry in Bangladesh or elsewhere trade, business manufacture,
and/or to act, as business agent, managing agents, selling agents,
local agents, sub-agents, sole agents, handling agents, commission
agents, indenting agents, indenters, stevedores, brokers for the benefit
of the company.

OPTION 05: FOR GENEDRAL BUSINESS-02

1. To carry on business and to Act as export, import, manufacturing,

distribution, Marketing Agents, Commission Agents, Shipping Agent,
Clearing and Forwarding Agents (C & F), Representatives, Distributors,
Stockiest and sales of any product or service of Bangladeshi Company or
of any Foreign Company in Bangladesh or elsewhere.

2. To carry on the business of General Trading, Export and Import of all

Commercial permissible items, Dealers, Indenters, Broker, Manufacturing,
Contractor, General Supplier, Buying and selling Agent. Wholesale and
Distributors Dealers, Carrying of all and every kind of General and special
products Computer, Accessories and Network accessories and other
computer and Internet related Product.

3. To carry on the business as manufacturer, importer and exporter of

different kinds of Electronic goods.

4. To carry on the business of manufacturing, buying, selling, importing,

exporting all types of beauty soap, lemon soap herbal soap, 2 in 1 soap,
fairness soap, nail polish, remover, snow, talcum powder, anti-dandruff
soap, laundry soap detergent soap detergent powder, lipstick, beauty
cream, cold cream, shampoo, hair care oil, body lotion, spot cream,
petroleum jelly, baby lotion, baby soap, baby oil, body spray, shaving
cream, after shave lotion, tooth pest, tooth brush, hair die, black mehedi,
vaseline, tissue paper, toilet paper, washing powder, hair dye and all other
cosmetics items.

5. To buy, sell, import, export or otherwise deal in all kind of edible oils, oil
products and by products, other edible oil, coconut oil, palm oil and spices.

6. To carry on the business of Travel Agency, General Sales Agency, Travel

and Tour operations and all sorts of tourism related business like rent-a-
car, sight-seeing with travel guide, motel, hotel, restaurant in home and
abroad.
7. To carry on the business of computer technology and all sorts of electronic
items and to manufacture, assemble, export buy sell and service including
setting up of show-room, training center and otherwise deal in computer &
other electronic goods.

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

OPTION 06: FOR GENERAL BUSINESS -03

1. To carry on the business as Internet service on line information Media

business and network Marketing plan, Family needs marketing and
goods any products.
2. To carry on the business and to establish with the modern equipment of
Internet service Telecommunication net work business. Modern
computer business server on line business, sound receiving system
by the Internet media sound sending system by the Internet media,
with all sorts of internet and same nature of business which is
applicable in near future
3. To carry on the business of local and international Courier Services
independently or with foreign collaboration or as foreign Courier
Service agents.
4. To carry on the business of Bus Service and any other sort of transport
business.
5. To carry of import and the business of City Express Service Systems of
Cab, Taxi, Maxi, Car, Micro bus, double decker bus, bus, mini-bus
and auto-rickshaw.
6. To carry on business and to act as Traders, Exporter, Importer,
Merchants, Indentors, Marketing Agents, Buying house, Commission
Agents, Shipping Agent, Clearing and Forwarding Agents,
Distributors, Stockiest and sales of any product.
7. To carry on the business of Shopping Mall, Chinese Restaurant,
Restaurant, Hotel, Motel, Cottage, Catering, Cafe, Refreshment
Room and Lodging House all kinds, Sports House, Indoor Games
such as Carom, Chess, Table Tennis, Golf, Billiard, Badminton,
Swimming Pool, Gymnasium, Drinks, Caterers for Public
Amusements, Hair dressers, Perfumes, Proprietors of Clubs, Health
Clubs, Fishing Boat, Children Park.
 ========================================

OPTION-07: FOR GENERAL BUSINESS /

MANUFACTURING

1 To set-up establish and maintain industries for manufacturing of steam

boiler, stem iron, stem roller, vacuuming table, water softener, thread sucking
machine, thread rewinding machine, aluminum, M.S.sheet & SS sheet,
perforated and plain praline, ceiling unit, tee bar, angel, zed and U sections
and all sorts of aluminum/MS/SS fitting of road transport, rail coach, textile
sections and air condition grills & diffusers fabricator.
2 To carry on business of Steel/SS door, window and pipe line installation.
3 To carry on the business of acoustical works, consultants, Armstrong and
allied types of metal suspension system of false ceiling and interior
decoration.
4 To carry on the business of producer & manufacture all sorts of
aluminum/Steel furniture, anodizing, electro-galvanizing and all kinds of nickel
works.
5 To carry on the business of marketing, import, export, manufacturing,
assembling, installing, repairing, buying, selling in Bangladesh & abroad of all
kinds of Aluminum/ Steel/ electrical/ electronics/ digital products, furniture and
sorts of allied products, peripherals including electric/ electronic / digital
equipment like transformer, electric iron, electric switch, IPS, UPS, computer,
computer monitor, computer software, networking accessories, cooling
tower, chiller, air handing unit, fan coil unit, refrigerator, television, air
condition, oven, water pump, motor, power generator Diesel/Gas, vertical
lifter, escalators, industrial exhaust fan, humidifier, de-humidifier, digital
camera, industrial compressor, electrical cable, energy power light, optical
 fiber, telephone cable, LT/ST panel board, PFI switch gear, mobile phone,
steel/SS sheet, steel/SS plate, all kinds of pipe, all kinds of accessories &
tools, all kinds of Boiler/ Water treatment/ Textile/ Dyeing / Lather / Plastic
Chemical, Boiler & Burner spares, Garments finishing machinery, Water filter
& Dispenser.
6 To carry on the business of indenting, trading, commission agents and
export, import, buy, sell and deal in and with whether as principals’ agents.
7 To carry in Bangladesh or elsewhere trade, business manufacture, and/or
to act, as business agent, managing agents, selling agents, local agents, sub-
agents, sole agents, handling agents, commission agents, indenting agents,
indenters, stevedores, brokers for the benefit of the company.

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

OPTION 08: FOR CONSTRUCTION / REAL

ESTATE

1. To carry on the business of real estate, housing and apartment and to do

and carry on the business of buyer, seller of flats, apartment, buildings
rooms, huts and to undertake construction of Super market, Shopping
centre, shopping complex, community centres. And to arrange for sale or
let out of those to general public or to hold it for their management.

2. To do and carry on the business of development of building and

apartments and sell and dispose of the said buildings and apartments and
business of builder, engineers, architects and contractors and to build
townships, gardens, markets, housing estates or other buildings or
conveniences, drainage facilities, utility services electricity, water supply,
sewerage installations and to deal with the same in any manner.
3. To provide lands, buildings, apartments, houses, flats, rooms, huts, or
other accommodation constructed or to be constructed by the Company
for members thereof and others on their behalf construct such buildings
apartments, houses, flats, rooms, huts and other accommodation on terms
and conditions that may be agreed upon by and between the parties.
4. To develop and run to account any land acquired by the Company or in
which the Company is interested and particular by laying out and
preparing the same for building purpose, construction, altering and pulling
down, decorating, maintaining, furnishing and fitting up and improving
buildings and by planting, paving, drawing, forming, cultivation, letting on
building, lease or building agreement and by advancing money to and
entering into contacts arrangements of all kinds with builders, tenants and
others.

5. To act as Consulting Engineers, Architects, Planner, Surveyors &

Demographic Surveyors, Estimators, Valuers, Designer and Supervisors.
6. To carry on the business of Constructors / Builders, Erects, Engineers,
Structural and Architecture designers, contractors, civil, Mechanical,
Electrical, Chemical and Metallurgical, Electronic, Telecommunication,
Bio-medical, Computer Engineers and consultants under taking to
execute, contracts, to design, plan, build, fabricate, maintain, develop,
improve work, control and manage any buildings, road, bridges, railways,
tramways, waterways, dockyards, Sea ports, Air ports, gas works,
reservoirs electric power station, power sub-station, power transmission &
distribution, heating, ventilation, Air conditioning (HVAC) and light supply
works, telecommunication works, stores and other like works and to
contribute or otherwise assist or take part in the construction, maintenance
development, working and management thereof.
[

7. To carry on the business of construction, manufacture, import, export,

erection, fabrication of aluminium doors & windows, all interior decorative
works, Paints, Plastic, timber, Glass & furniture works, sound control
 works and acoustics, works with Gypsum board, Mineral board, Ply wood,
Painting & varnishing & related works requiring interior & exterior design.

=======================================
OPTION 09: FOR e-BUSINESS

1. Primarily to promote the development and advancement of

computer systems, Information and Communication Technology (ICT) and
Software, and carry on, undertake and conduct related business and do all
matters and things incidental there to.

2. To encourage and assist in the balanced development of the

software and information services industry in Bangladesh.

3. To work closely with ICT area with a view to enabling the

Bangladesh Software and Information Technology industry reach global
pre-eminence.

4. To acquire and take over as a going concern the business now

carried on in Bangladesh by ICT Company.

5. To maintain all information relating to the clients business

operations, practice and related systems in absolute confidentiality. The
success surmounted through the humble reputation of developing various
software at attractively low cost ensuring better product lives.

6. To provide full range of Systems Software & Hardware Solution

products and peripherals.

7. To help in the development of financial systems required by

Software and Information Services industry.

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

OPTION 10: FOR GARMENT / TEXTILE

1. To buy, sell, import, Export, indent and deal with all sorts of machineries,
Equipments, spares and all other mechanical, technical and non technical
items and appliances, parts and components required directly or indirectly
for set up. establish, promote, develop, manage and smooth running of
garments industry to promote its production, storing, marketing, selling,
and distribution purposes both at home and abroad.

2. To buy, sell, export, import, indent, promote and deal with sewing thread,
collar bone, embroidery thread, buttons, hooks, plastic clips, chains,
labels, printed or plain boxes and any other items those may be required
for raw materials, packing materials and garments industry both home or
abroad.

3. To establish and operate Knit composite mills, textile mills, sizing, dyeing
or printing mills, finishing mills both for manufacturing of knit and woven
fabrics made of cotton, synthetic, woolen, rayon and any other fibers for
100% export purpose.

4. To carry on the business of designing, manufacturing, dyeing, printing and

marketing readymade woven & knit garments including all kinds of casual
ware and Ladies and Gents, garments and requisites made of both
synthetic and non-synthetic materials produce by mechanized, semi-
mechanized means for importing and exporting from and to countries of
the world.

5. To Set up, establish, build, construct, run, manage and install textile mills,
cotton mills, weaving, dyeing and finishing facilities, garments factory and
any other like business of spinning, knitting and or otherwise
manufacturing, bleaching, merchandising, calendering, finishing and
selling domestic method or export of cloth, yarns and other like nature of
goods and merchandise.

6. To set up a 100% Export oriented ready-made garments factory with

embroidery machine manufacturing wears & children wears of various
kinds, sizes and designs made of cotton yarn, nylon, rayon, polyester silk,
artificial silk and other fibrous materials and also to buy, sell import and
otherwise deal of cotton yarn, silk, artificial silk, nylon or fibrous materials
and also the products and by products made thereof.

7. To carry on all or any of business of dress makers, export oriented

garments, designers tailors clothing outstanding outfitters, glovers dealer
in Ready-made Garments, Sweater Factory, Woven, cotton, nylon, silk,
artificial silk, woolen goods, Leather, Plastic, jumpers, rayon, jute goods,
textile & jute industry and knitting of all sorts

============================================
IV. The liability of the members is limited.

V. The authorised share capital of the company is Tk.10,00,00,000 (Taka

Ten Crores) divided into Ordinary and preferential shares. There shall be
a total of 10,000 (Ten thousand ) shares each of Taka 10,000 (Taka Ten
thousand only) with the power to increase or reduce the capital, to divide
the shares in capital for the time being into several classes and to attach
hereto respectively such preferential, deferred, qualified or special rights,
privileges or conditions as may be determined by or in accordance with
the regulations of the company and to vary, modify or abrogate any such
rights, privileges or conditions in such manner as may for the time being
be provided by the Articles of the company and consolidate, sub-divide the
shares and issue shares of higher or lower denomination.

We, the several persons, whose names, addresses and descriptions are
subscribed are desirous of being formed into a company in accordance with the
Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set opposite to respective names below:

Name, Address, Nationality &

Number of Signature of the Subscriber
Occupation of the Subscriber Shares Taken
by Each
Subscriber

1. ……………..
Father …………. Mother:…………….
Address:…………….
Age …………
Occupation………... TIN :…
Nationality…….……..
Phone/Mobile………………………….

2. ……………..
Father …………. Mother:…………….
Address:…………….
Age …………
Occupation………... TIN :……………
Nationality …………..
Phone/Mobile………………………….

Dated-------------day of --------- 2009

WITNESSES:

1. 2.

THE COMPANIES ACT 1994

(ACT. XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES
Articles of Association
of
……………… LTD.
PRELIMINARY

1 The Regulations contained in the schedule-1 of the companies Act , 1994

shall apply to this company with respect to such provisions as are applicable
to a Private Limited 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.
2 In construing of these Articles unless there shall be something repugnant in
the subject or context inconsistent there with :-

a. "Act" means the Companies Act, XVIII of 1994.

b. "Company" means the ……….. ……….. LTD.

c. "Office" means the Registered Office of the Company for the time
being.
d. "Year" means the English Calendar year as followed by the
Company.
e. "Month" means the calendar month according to the English
Calendar year.
f. "Directors" means the Board of Directors of the Company for the
time being.
g. "Board" or "Board of Directors" means the Board of Directors of the
Company for the time being.
h. "In Writing" means written or printed, partly written and partly
printed and includes lithography, type printed and other means
representing word in a visible form.

i. Word imparting the singular number only includes the plural number
and vice versa.

j. "Member" means the legal owner the share name where of being
appeared in the Members register.

PRIVATE COMPANY

3. The Company is a Private Limited Company within the meaning of section

2(1) under clause (Q) of the companies Act,1994 and accordingly the
following shall apply:-

a. No invitation shall be issued to the public to subscribe for any share,

debenture of the company;

b. The number of members of the Company (exclusive of the persons in

the employment of the company) shall be limited to fifty; and

c. The right to transfer shares of the company is restricted in the

manner and to the extent hereinafter provided.

SHARE CAPITAL
4. The Authorized Share Capital of the Company is Tk. 10,00,00,000/- (Ten
Crore) divided into 10,00,000 (Ten Lac) Ordinary Shares of Tk.100/- each
with power to increase or reduce the same value of its shares.

5. Subject to the provisions of the Articles, the share shall be under the control
of the directors who may allot or otherwise dispose of the same.

COMMENCEMENT OF BUSINESS

6. The business of the Company shall be commenced from the date of

incorporation of the company.

SHARE CERTIFICATE

7. The certificate of title to share and duplicate thereof whenever necessary

shall be issued to the members under the common seal of the company and
shall be signed by the Chairman and Managing Director of the company.

8. If any share certificate is defaced, worn out, destroyed or lost, it may be re-
issued on such evidence being produced and such indemnity (if any) being
given as the Directors require and (in case of defacement or wearing out) on
delivering of the old certificate and on payment of such sum not exceeding
Tk.5.00 as the Directors may from time to time require.

LIEN

9. The company shall have a paramount lien on every share (not being a fully
paid share) for all moneys called or payable at a fixed time in respect of that
share, the company lien, if any, on a share shall extend to all dividends
payable thereof.

TRANSFER AND TRANSMISSION OF SHARES

10. No transfer of any share shall be made or registered without the approval
of the Board of Directors who may without assigning any reason decline to
give any such approval and shall decline any transfer involving
contravention of clause 3(b) of these articles. No share shall be
transferred to any outsiders as long as any existing member is willing to
purchase the same at a fair value to be determined by the Directors in a
Board Meeting.
11. The certificate of shares shall accompany the Instrument of Transfer of
shares for transfer of shares previously approved by the Board of Directors.

12. In the case of death of a member, the survivor 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 recognized by the company as
having any title to his interest in the shares, but this Articles does not release
the estate of a deceased sole/joint holder from any liability in respect of the
said share.

BORROWING POWER

13. The Managing Director may from time to time with the approval of the Board
of Directors may borrow from any source either from any commercial or
schedule banks, or financing institutions or firms any sum of money required
for the purpose of the company and secure the payment or repayment of
such money so borrowed in such manner and upon such terms and
conditions in all respects duly approved by the Board of Directors deemed fit
in particular by hypothecation or charge on all or any part of the property of
the company (both present and future) including its uncalled capital for the
time being.

GENERAL MEETING

14. 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 (not being more than fifteen months after holding of the last
preceding general meeting) at such time and place as may be decided by
the Directors of the company. The above mentioned general meeting shall
be called "ORDINARY GENERAL MEETING" and all other general meeting
of the company shall be called "EXTRA-ORDINARY GENERAL MEETING".

15. The Directors may at any time call an extra-ordinary general meeting and an
extra-ordinary general meeting may also be called on requisition made by
the shareholders in accordance with the provisions of section 84 of the
companies Act 1994.

APPOINTMENT AND REMOVAL OF A DIRECTOR

16. The company may appoint or remove a Director from the company in its
Annual General Meeting.
 PROCEEDING OF GENERAL MEETING

17. Subject to the provision of section 87(2) of the Companies Act, relating to
special resolutions at least fourteen days notice specifying the place, the day
and the hour of the general meeting and in case of special business, the
general nature of such business, shall be given to the members in such
manner as may be prescribed by the company in a general meeting, but
accidental omission to give such notice, to or non-receipt of such notice by
any member shall not invalidate the proceedings of the general meeting. A
general meeting may, with the consent in writing of all the member be
convened by a shorter notice and in any manner they think suitable.

18. No business shall be transacted at any general meeting unless the quorum
of members is present at the time when the meeting proceeds to transact
business. TWO members personally present shall form the quorum of any
general meeting.

VOTE OF MEMBERS

19. No member shall be entitled to vote unless all installments or calls or other
sum or sums presently payable by him, in respect of his holding of shares in
the company has been paid.

DIRECTORS

20. Until otherwise determined in the general meeting the number of Directors of
the company shall not be less than TWO and not more than TEN.
21. The following persons shall be the first Directors of the company.
1. ……………………
2. ………………….

22. The qualification of a Director shall be holding of share of 1000 (One

thousand) ordinary shares of Tk.100/- each in the Share Capital of the
Company in his/her own name alone and not jointly with any others.
23. The remuneration of a Director shall not exceed Tk.500/- (Taka five
hundred) each for meeting of the Directors attended by him together with
 such traveling and other expenses as may be incurred for attending the
meeting.
24. If any Director be called upon to perform any extra service or to make any
special exertion for the Company, the Directors so doing may be
remunerated either by a fixed sum or by a percentage on the profit of the
Company as may be decided by the Company in General Meeting.

25. Every Director shall vacate his office in the event of:
a) He is failing to obtain the qualifying share.
b) He becoming bankrupt or insolvent or on becoming unsound mind.
c) He resigning from the office by giving notice in writing to the
company.
d) And if he acts in contravention of the section 86(f) of the Companies
Act 1994.

QUORUM

26. Until otherwise determined by the Company in general meeting 2 (TWO)

Directors present in person shall form the quorum of board meeting.

POWER OF DIRECTORS
27. The Management and control of the business of the company shall be
vested in the Board of Directors who in addition to the powers and
authorities by these presents or otherwise expressly conferred on them may
exercise all such powers and do all such acts and things as may be
exercised or done by the company and are not hereby or by the act
expressly directed or required to be exercised or done the company in
general meeting, but subject nevertheless to the provisions of the act and of
these presents and to any By-law from time to time made by the Company
in general meeting, provided that no regulation so made shall invalidate any
prior act of the Directors which would have been valid if such regulation had
not been made.

28. Without prejudice to the general powers conferred by the last preceding
Article and the other powers conferred by these presents, it is hereby
expressly declared that the Directors shall have the following powers that is
to say, power:-

1. To pay the costs, charges and expenses preliminary and incidental to

the promotion, formation, establishment and registration of the
Company.
 2. To purchase or otherwise acquire for the Company any property, rights
or privileges that the Company is authorized to acquire at such price
and generally on such terms and conditions, as they think fit.

3. To pay for any property, rights, and privileges acquired by the company
in cash or in shares of the Company and any such shares may be
issued either as fully paid up or with such amount credited as paid up
thereon as may be agreed upon.

4. To secure the fulfillment 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 unpaid capital for the time being or in such other
manner as they may think fit.

5. To accept from any member, on such terms and conditions as shall be

agreed but subject to the provisions of the act, as surrender of his share
or any part thereof.

6. To deal with any of the moneys of the Company not immediately

required for the company's purpose in or upon such investments or
securities (not being shares in this company) and in such manner as
they may think fit, and from time to time to vary or realize such
investments.

7. To provide for the welfare of the employees or company and their wives
and dependents and to award bonus or other payments for the benefits
of such persons as may appears to the Directors just proper and to set
aside a portion of the profit of the company to form a fund to build or
contribute to the building of houses and subscribing to provident fund
and other funds and establishment of schools, recreation centers and
hospitals which will, the opinion of the Directors, tend to increase the
repute of the company among its employees and the public.

CHAIRMAN

29. ……………. shall be the first Chairman of the Company for a period of 5
(Five) years from the date of incorporation. He will preside all over the
meeting and supervision all the activities of the company.

MANAGING DIRECTOR

30. …………….. shall be the first Managing Director of the company for a
period of 5 (Five) years from the date of incorporation. His remuneration
shall be fixed by the general meeting.
31. Subject the control and supervision of the Board of Directors, the Managing
Director shall exercise the following powers:-

1. Control over the management of the business of the company with

full power to do all acts, matters and things deemed necessary,
proper and expedient for carrying on the normal day to day business
of the Company.

2. To make and sign all contracts to the business of the Company

including contracts for sales and purchases and contracts for leases
of property.

3. To have the engagement and dismissal of managers, other officers,

assistants, clerks, agents and special services and to determine their
authorities and duties and to fix their authorities and to fix their
remuneration's.

4. Full power to draw, sign, accept, endorse and negotiate, on behalf of

the company, all bills of exchange, promissory notes, cheques,
government papers and securities and all other instruments as shall
necessary, proper and expedient for carrying on the business of the
company.

5. To sign all receipt for money paid to the company and all vouchers of
payment made by the company and such signature shall be an
effectual discharge for the money's therein stated to have been
received or paid.

6. All the power, authority and discretion of the Board of Directors of the
Company except as those which are otherwise stated by the
Companies Act 1994 or by these presents are expressly directed to
be exercised by the Board of Directors collectively or by the
shareholders in general meeting.

BANK ACCOUNT

32. The company shall open Bank Account(s) with any schedule Bank in
Bangladesh and abroad and shall be operated the same by the Joint
Signature of the Chairman and the Managing Director or as per decision by
the Board of Directors of the company.
 COMMON SEAL

33. The common seal of the Company shall not be affixed to any instrument
except by the authority of a resolution of the Board of Directors in the
presence of at least two Directors who shall sign such instrument to which
the seal of the Company is so affixed in their presence.

ACCOUNTS

34. The Directors shall cause to be kept proper books of account with respect
to:-
a. All sums received and spent by the Company.
b. All sales and purchases of goods and services by the Company.
c. The assets and liabilities of Company.
35. The books of account shall be kept at the registered office of the Company
or at such place as the Directors shall think suitable and shall be open to
inspection by the Directors during business hours.

AUDIT

36. Once at least every year the accounts of the Company shall be examined
and the correctness of the profit and loss account and balance sheet
ascertained by one or more Auditors appointed for the purpose and the
provision of section 210 to 213 of the companies Act 1994.
37. The company in general meeting shall fix the remuneration of the auditors
except that they fix the remuneration of any auditor appointed by the Board
of Directors.
INDEMNITY

38. The Managing Director and Directors, Officer, Servant shall be indemnity by
the Company for all losses and expenditure incurred by him or them
respectively in or about the discharge of their duty except their willful Act,
neglect or default and shall be the duty of the directors to pay out of the fund
of the company in cash all losses and expenses which the Managing
Director or any other directors, officers or servants may in any way incur in
the discharge of his or their duties and the amount for which indemnity is
provided shall immediately attach a lien on the property of the company and
have priority over all claims.
 ARBITRATION
39. If and whenever any difference shall raise between the Company and any of
the members of their representative touching the construction of any of the
Article herein contained or any Act. matter or thing mad, done or omitted in
regard to the rights and liabilities arising hereunder or arising out of the
regulation existing between the parties by reasons of these presents or of
the statutes or any of them, such difference shall be forthwith referred to two
Arbitrators, one to be appointed by each party and difference to an Umpire
to be chosen by the Arbitrators before entering on the consideration in
accordance with the provisions of the Arbitration Act, 2001.

WINDING UP
40. It the company shall be wound up, the surplus assets shall (subject to any
rights attached to special class of shares forming part of the share capital for
the time being of the company) be applied first in the payment of the capital
paid up on the ordinary shares and the excess (if any) shall be distributed
among the members holding ordinary share in proportion of the member of
ordinary shares held by them respectively at the commencement of the
winding up.

We, the several persons whose names and address are subscribed are desirous of being
formed into company in pursuance of this Articles of Association, and we respectively
agree to take the number of shares in the capital of this company set opposite to our
respective names:-

Name, Address, Nationality &

Number of Signature of the Subscriber
Occupation of the Subscriber Shares Taken
by Each
Subscriber

1. ……………..
Father …………. Mother:…………….
Address:…………….
Age …………
Occupation………... TIN :…
Nationality…….……..
Phone/Mobile………………………….

2. ……………..
Father …………. Mother:…………….
Address:…………….
Age …………
Occupation………... TIN :……………
Nationality …………..
Phone/Mobile………………………….

Dated: The .......................... day of ...........................2009.

Name of Witness with description

1.
2.