THE COMPANIES ACT (XVIII) OF 1994

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF

PRIOR SOLUTIONS LIMITED.

PRELIMINARY

The Regulations contained in the Schedule-1 of the Company Act, 1994 hereinafter
referred to shall apply to 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.
INTERPRETATION

In these Articles unless there is something repugnant to the subject or context

inconsistent therewith, the words or expressions as defined in the Companies Act, shall
have the same meaning assigned to them respectively when used in relation to the said
Companies Act. or any statutory modification or re-enactment thereof for the time being
in force in Bangladesh, and in particular and without prejudice to the generality of the
said provisions the word importing singular number shall Included plural number and
vice versa, and importing masculine gender shall include females are vice Versa and the
word importing person shall mean and Include any Individual or a body corporate.
PRIVATE LIMITED COMPANY

The Company is a Private Limited Company within the meaning clause "Q" of Section 2
(1) of the Companies Act. 1994 and accordingly; the number of members (exclusive of
the persons who are in the employment of the Company) shall be Limited to fifty
provided. that whereas two or more persons hold one or more shares in the Company
jointly they shall for the purpose of this provision be treated as a single member . The
right to transfer the Shares of the Company shall be restricted in the manner hereinafter in
these Articles provide. No invitation shall be made to the public to subscribe for any
share or debenture of the company.
 SHARE CAPITAL

The Authorized Share Capital of the Company is Tk. 10,000,000/- (One Crore) only
divided into 100,000 (One Lac) ordinary shares of Tk. 100/- (Hundred Taka) each with
power to increase or reduce the capital and to divide the shares into different classes. To
attach thereto any special rights or privileges or conditions. or to consolidate or sub-
divide the shares.
SHARES CERTIFICATE

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 jointly by the
Managing Director and any other Director of the Company. 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 determine.
TRANSFER AND TRANSMISSION OF SHARES

The instrument of transfer of any share in the company shall be executed both by the
transferor and transferee and the transferor shall deem to remain holder of the share until
the name of the transferee is entered in the register of members in respect there of. With
the approval of the Board any share may be transferred by a shareholder to his wife or her
husband, son, daughter, brother, sister and except as aforesaid on share be transferred to
any person who is not a member of the company or so long as any member willing to
purchase the same at the fair value determined by the Board of Directors at their
discretion but in all cases ratio of shares shall be maintained as referred in clause-4 of this
articles. Every member desirous of transferring his/ her shares at the instance offers the
same to the existing member of the company. The Directors may without assigning any
reason whatsoever decline to register any transfer of share including of any person who is
member of the company.
ALTERATION OF CAPITAL

The Directors may with the sanction of the company in general meeting increase the
share capital of such sum to be divided into share of such amount, as the resolution shall
prescribe. The Company may with the special resolution reduce its share capital in any
manner and with subject to any incident authorized and consent required by law.
 RESTRICTION ON DIRECTORS

No Director of the company shall without the consent in writing of all directors be
directly or indirectly employed or concerned or interest or assist in carrying on any
business in competition with the company or having interest inconsistent with those of
the company otherwise than as a holder of shares or debentures in concern in which this
company is interested as Managing Agents and if it be proved that any member has
committed a breach of this provision the shares of such member shall be liable to be
forfeited. This provision shall not apply to any business existing prior to the incorporation
of the company.
GENERAL MEETING

The general meeting of the company shall be held within 18 (eighteen) months from the
date of its incorporation. Subsequent general meeting shall be held once in every
Christian Calendar year (not being more than 15 months after last general meeting). The
General Meeting referred to this article shall be called ANNUAL GENERAL MEETING
All other meetings of the shareholders of the company shall be called Extra- Ordinary
General Meetings, Time and place of all general meeting shall be decided by the Board of
Director from time to time. The Director may at any time call an Extra-Ordinary General
Meeting and the same may also be called by the shareholder on requisition in accordance
with provision of the Companies Act 1994.

BORROWING POWERS

The Board of Directors may, from time to time, raise or borrow any sum or sum of
money for the company from any person, Schedule Bank, Private Bank, commercial
Bank in Bangladesh, firms, companies and particularly from any director and may secure
the payment of such money in such manner and upon such terms and conditions in all
respects as they think fit and in particular by making, drawing, accepting or endorsing on
behalf on behalf in the company any promissory note or giving or issuing any other
security of the company or by mortgage or by charge or by the perpetual or terminable
and with or without a trust deed charged upon all or any part on the property of the
company (both present future including list uncalled capital for the time being.
PROCEEDING AT GENERAL MEETING

Subject to the Provisions of Section 87 (2) of the companies Act, 1994 related to special
resolutions at least fourteen days notice from the date of posting of the notice specifying
the place the date and hour of the general meeting shall be given and in the case of
special business, the general nature of such business shall be notified it the members,
which may, with the written consent of all the members, may be called by shorter notice
and in such manner as the members think fit.
QUORUM (AGM)

2 (Two) members present in person and qualified to vote shall form a quorum in any
general meeting. Whenever the Board of Directors think in necessary, it may call a
general meeting, whether ordinary or extra- ordinary at such time (subject to the
provisions of section 84 of the Act) and place as the board thinks fit.
QUORUM (Board Meeting)

2 (Two) members present in person and qualified to vote shall form a quorum in any
general meeting. Whenever the Board of Directors think in necessary, it may call a
general meeting, whether ordinary or extra- ordinary at such time (subject to the
provisions of section 84 of the Act) and place as the board thinks fit.
VOTE OF MEMBERS

On a show of hands every member present in person shall have one vote and on a poll,
every member present in person or by proxy shall have one vote in respect of each share
held by him. No member shall be entitled to vote at any general meeting unless all calls
or other sums presently due and payable by him in respect of each shares in the company
held by him, have been paid.

DIRECTORS

Unless otherwise determined by the company in a general meeting the number of

Directors shall not be less than 2 (two).The following persons shall be the first Directors
of the Company until and otherwise become disqualified under the provisions of section
108(1) of the Companies Act, 1994

1) MD. ABDUL QUDDUS (PINTU)

2) MD. SAIFUR RAHMAN

3) MD. SADDAM HOSSEN

QUALIFICATION SHARES

The qualification shares of a director shall be holding of 100 (One Hundred) share of Tk.

100/- each in the capital of the company in his/her own name alone and jointly with
others.
 POWER OF DIRECTORS

The business of the Company shall be managed by the Directors, who may pay all such
expenses incurred in getting up and registering the company and may exercise all such
powers of the company as are not, by the companies Act, 1994 or any statutory
modification thereof for the time being enforced or by these articles, required to be
exercised by the company in general meeting subject nevertheless to any regulation of
these provision of the said Act and to such regulation being not inconsistent with the
aforesaid regulations or provisions, as may be exercised by the company in General
Meeting but no regulations or provisions, as may be prescribed by the company in
general meeting shall invalidate any prior Act, of which would have been valid if that
regulations had not been made. All business and policy should be framed by the Board of
Directors Subject to the approval of the Board they can individually sign tender schedule,
execute agreement etc. on behalf of the Company.
DISQUALIFICATION OF DIRECTORS

In provision of section 108 (1) and 94 (1) of the companies Act, 1994, the office of the
Directors shall be vacated if he/she a) fails to obtain within the time specified in
provision of section 97 (1) of the companies Act, 1994 or any time thereafter ceases to
hold the share qualification necessary for his/her appointment, or b) he/she is found to be
a person of unsound mind by a court of competent jurisdiction, or c) he/she is adjudged
insolvent, or d) he/she fails to pay calls made on him in respect or shares held by him
within six months from the date of such calls being made, or e) absent himself/herself
from three consecutive meetings of the directors or from all meetings of the Directors for
a continuous period of three months by an extra-ordinary resolution.
CHAIRMAN

MD. ABDUL QUDDUS (PINTU) Shall be the first Chairman of the company and he/she shall
hold office for a period of 5 (Five) years or she resigns voluntarily or disqualified under
the provision of the companies Act, 1994. She will preside over all the meetings of the
Board of Directors as well as general meeting.
 MANAGING DIRECTOR

MD. SAIFUR RAHMAN shall be the first Managing Director of the Company and he/she
shall hold the office for 5 years term unless he voluntarily resigns or becomes
disqualified under section 108(1) of the Companies Act, 1994. He shall be eligible for re-
election.
BANK ACCOUNT

The company shall open Bank account(s) with any Schedule Bank, Private Bank,
commercial Bank in Bangladesh. Operation of the Bank account(s) shall be conducted by
the signature as shall be decided in the meeting of the Board of Directors. Or Bank
account operation shall be conducted under the Managing Director signature.

ADVISOR

The Board of Directors may from time to time appoint any suitable and acceptable person
(s) as advisor of the company and fix up his/her remuneration.
NOTICE

When a notice is sent by registered post, service of the notice shall deemed to be effectual
by properly addressing, prepaying and posting a letter containing the notice and unless
contrary is proved to have effect at the time which the letter would deliver by post and
Regulation no 113 to 117 of schedule-1 shall apply.
ACCOUNT AND AUDIT

The Directors shall cause to be kept proper books of accounts as provided in section 181
of the companies Act, 1994 An Auditor Shall be appointed and his or her or their duties
regulated in accordance with section 210 to 213 of the companies Act. 1994 Or any
statutory modification thereof for the time being in force. Every account when audited
and approved at the General Meeting shall be conclusive except so far regards to and
error. Any such error when discovered within or before the audit of the next account shall
be corrected forthwith.
ANNUAL RETURNS

The company shall comply with the provision of section 36 of the Companies Act. 1994,
as the making of annual returns.
 DIVIDEND AND RESERVE

The Company in General Meeting may declare dividends but no dividend shall exceed the
amount recommended by the Directors. The Directors may from time to time pay the
members such interim dividends as appear to the Directors to be justified by the profits of
the Company.
COMMON SEAL

The common seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board either in or out side Bangladesh and in presence of
one of the Directors who shall sign every instruction to which the common seal of the
company is so affixed. The Company in General Meeting may declare dividends but no
dividends shall exceed the amount recommended by the Board of Directors.
INDEMNITY

The Chairman, Managing Director, Directors, Manager, officers, Consultant, staffs shall
be indemnified 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 Director, Officers
or servants may incur in the discharge of his or their duties.
SECRECY

The Chairman, Managing Director, Directors, Manager, Secretary, Auditors, Accountant,

Officer, Agent Consultant or other person employed in the business of the company shall
have to observe strict secrecy respecting all matters which may come to his knowledge in
the discharge of the duties when required to do so by resolution of the Company or by a
court of law or where the person connected is required to do so in order to comply with
any provision of the law or in these presents.
ARBITRATION

Any dispute arising among the Directors themselves or between a member and the Board
of Directors as to the true interpretation of this article or the implication thereof shall be
referred to Arbitration constituted with a nominee for each of the aggrieved parties and
award of the arbitrator as the case may be shall bind upon the parties to the Arbitration.
Arbitration affairs will be dealt and settled under the Arbitration Act, 2001.
 WINDING UP

If the Company shall be wound up, the surplus assets shall (subject to any rights attached
to special class of shares forming part of the 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 shares in
proportion of the number of ordinary shares held by them respectively at the
commencement of the winding up.