The

Companies Act, 1994

(Act XVIII of 1994)


A Private Company

Limited by Shares



Memorandum of Association



&



Articles of Association



of

HOUSE GROUP LIMITED

 The Companies Act, 1994

(Act XVIII of 1994)

A Private Company Limited by Shares

Memorandum of Association

Of

HOUSE GROUP LIMITED

I. The name of the Company is House Group Limited.

II. The Registered Office of the Company shall be situated in Bangladesh.

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, before commencement of business.

1. To carry on the business of real estate, Booking, Rentals of housing and apartment
and to do and carry on the business of buyer, seller, rent giver of flats, apartment,
buildings rooms, huts and to Manage Digital Super market, e-commerce venture,
shopping complex, community centers. And to arrange for sale or let out of those to
general public or to hold it for their management.

2. To purchase, acquire, give on lease or in exchange or in any other lawful manner, any
area, land, buildings, structures and to turn the same into account, develop the same
dispose of or maintain the same build townships, gardens, towns, markets, housing
estates, residential houses, bungalows or other buildings or conveniences thereon
and to equip the same or any part thereof with all or any amenities or conveniences,
drainage facility, electricity, water supply, sewerage installations and to deal with the
same in any manner.

3. To do and carry on the business of development or lease of building and apartments
and sell and dispose of the said buildings and apartments and business of
accommodations 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. Doing e-
commerce ventures with above services with concurrent laws of the authority.

4. To provide lands, buildings, apartments, houses, flats, rooms, huts, or other

accommodation rented or to be constructed by the Company for members thereof
and others on their behalf rental such buildings apartments, houses, flats, rooms, huts
and other accommodation on terms and conditions that may be agreed upon by and
between the parties.

5. To develop and run to account any accommodation acquired by the Company or in

which the Company is interested and particular by laying out and preparing the same
 for accommodation 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.

6. To act as Rental Provider, Booking Agency, Planner, Surveyors & Demographic

Surveyors, Estimators, Marketplace.
7. To carry on the business of accommodation booking service, marketplace, structure
for rental, purchase and allotment.

8. To undertake the space of multi-storied commercial building, office building,
departments stories, hotels, shopping, centre, club, cinema house, education
institution and to arrange same those to public or to hold for management.

9. To carry on the business of accommodation providing media, online marketplace ,
letting agency , care giving agency , accommodation provider.

10. To purchase for investment or resale, and to traffic in land and house and other
property of any tenure and any interest therein, and to create, sell, and deal in
freehold and leasehold ground rents, and to make advances upon the security of land
or house or other property or any interest therein, and generally to deal in, traffic by
way of sale, lease, exchange, or otherwise with land and house property and any other
property whether real or personal.
11. To carry on the business of construction, manufacture, import, export, erection,
fabrication of aluminum 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.
12. To carry on business as tourist agents and contractors, and to facilitate travelling, and
to provide for tourists and travelers, and promote the provision of conveniences of
all kinds in the way of through tickets, circular tickets, sleeping berths, reserved
places, hotel and lodging accommodation, guides, safe deposits, inquiry bureaus,
libraries, lavatories, reading rooms, baggage transport and otherwise.
13. To take or otherwise acquire and hold shares in any other Company having objects
altogether or in part similar to those of this Company, or carrying on any business
capable of being conducted so as directly or indirectly to benefit this Company.
14. To purchase, take on lease, or in exchange, or hire, or otherwise acquire, and hold,
lands, hereditaments, mills, factories, wharves, buildings, shops, offices, warehouses,
railways, tramways, works generally, barges, plant, machinery, live and dead stock,
and other chattels and effects and generally real and personal property of any kind,
or easements, rights or privileges in relation thereto, which the Company may deem
advantageous or desirable for the purpose of or in connection with its business.
15. To acquire from any Supreme, Municipal, Local, or other Government or authority, or
from anybody or person, any concession, charter, contract, right, or privilege, which
may seem desirable for the furtherance of any object of the Company; and to make
any arrangement which may seem desirable for the last-named purpose with any
such Government, authority, body, or person; and to comply with, work, sell, or
otherwise turn to account any such concession, charter, contract, right or privilege.

16. To carry on the business of general exporter, importer, inventor, marketing agent,
commission agents, manufactures, representative, selling agent, buying agent,
merchant, dealers, wholesaler, retailers, stockiest, general traders or otherwise all
kind of utilities, machineries, spare parts including Air craft and other kinds of articles
and commodities.

IV. Liability of Members :

The liability of the members is limited by shares.

V. The authorized share capital:

The authorized share capital of the company is Tk.1,00,00,000 (One Crore) divided
into Ordinary and preferential shares. There shall be a total of 10,000 (Ten thousand
) shares each of Taka 1000 (Taka One 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 here to 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 Shares Taken Signature of the
by Each Subscriber Subscriber
Occupation of the Subscriber

1. Nazmul Gani 4500 (Four Thousand

Father : Md. Osman Gani and five hundred
Mother: Ayesha Begum Shares) 45% of total
Address: Kamrab , Shibpur , Narshingdi -1600 Shares
Date of Bith : 03/02/1985
Age : 36
Occupation: Business.
TIN : 778622866689
ID : 9127077262
Nationality: Bangladeshi.
Phone/Mobile : 8809639203939
E-mail : nazmulgani@yahoo.com

2. Zuber Siddiquee 4000 ( Four

Father : Siddique Ahmed Thousand Shares)
Mother: Saleha Siddiquee 40% of total Shares
Address: Barokut , Barkut Madrasa, Gopalganj,
Sylhet
Date of Bith : 25/12/1979
Age : 42
Occupation: Business
TIN : 739845319743
Passport ID : EH649083
Nationality: Bangladeshi
Phone/Mobile : 8809639203939
E-mail : zs@housegroupbd.com

3. Md Juel Rana 1500 ( One Thousand

Father : Md Syed Ali and five hundred
Mother: Mst. Hasina Khatun Shares) 15% of total
Address: Shyamkur , Maheshpur , Jhenaidah Shares
Date of Bith : 19-01-1995
Age : 26
Occupation: Business
TIN : 652336161493
ID : 19954417177000156
Nationality: Bangladeshi
Phone/Mobile : 01736212525
E-mail : needjuel@gmail.com

Total: 10,000 (Ten Thousand) Shares

Dated:

WITNESSES:

1. 2.

THE COMPANIES ACT 1994

(ACT. XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
Articles of Association
of

HOUSE GROUP 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 in a General Meeting or by any status.

2 In these Articles unless the context otherwise required the words of expressions defined
or explained in the Companies Act, 1994, shall have the same meaning assigned to them
respectively when used in relation to this Articles and as and when used in relation to
the said Companies Act and in a particular and without prejudice to the generality of the
said provisions, the word importing the singular number shall include plural number
and vice versa and the word importing masculine gender shall include feminine gender
and the word importing person shall include body corporate

3 In construing of these Articles unless there shall be something repugnant in the subject
or context inconsistent there with: -

a) Expressions defined in the Companies Act, 1994 shall have the Meanings so Defined.

b) The Act means the Companies Act, 1994 and includes where the Context so Admits
any Re-enactment or Statutory Modification thereof for the Time being in Force.

c) The Articles Mean these Articles of Association or as from time to time altered by
special Resolution, which are not Inconsistent with the Provisions of the Act.

d) The Board Means the Board of Directors for the time being of the Company.

e) The Company Means House Group Ltd
and Registered under this Act.

f) The Chairman Means a Chairman as Defined in the Act and Appointed as such for the
time being of the Company.

g) Managing Director means a Managing Director as Defined in the Act and Appointed
as such for the time being of the Company.

h) The Director Means the Directors for the time being of the Company and includes any
Person occupying the Position of Director by whatever Name called.

i) Month means a Calendar Month.

 j) The Office means the Registered Office for the time being of the Company.

k) Proxy means includes an Attorney duly constituted under a Power of Attorney.

l) Register means the Register of Members to be kept Pursuant to Section 34 of the Act.

m) The Registrar means the Registrar of the Joint Stock Companies & Firms, Dhaka.

n) This company can tag up to 12 more different concerns with their sole memorandum
or with individual trade license under the authority where it belongs.
n) Seal means the Common Seal of the Company.

o) Secretary means a Secretary as Defined in the Act and Appointed as such for the time
being of the Company.

p) In Writing and Written means includes Printing, Lithography and any mode of
Representing or Reproducing Works in a Visible form.

q) Words importing the Singular Number also include the Plural Number and Vice
versa.

r) Words importing the masculine gender shall be taken to include females.

s) Words importing Persons shall include Bodies Corporate.

SCHEDULE-1 NOT TO APPLY

4. The Regulations Contained in Schedule I of the Companies Act, 1994 shall not apply to
the Company Except in so far as the same are Repeated, Contained or Expressly made
Applicable in these Articles or by the Act.






PRIVATE LIMITED COMPANY

5. 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
here in after provided.

BUSINESSES AND MANAGEMENT

6. The Business of the Company shall include the several Objects expressed in the
Memorandum of Association or are with in its Scope and Meaning and all incidental
Matters Taken or to be Taken in hand as the Directors in their Discretion shall think fit
and all Matters which may Appear to the Directors to be Expedient for Attaining those
Objects. It shall be carried on by or under Management of Directors Subject to such
Control of General Meeting as is provided for by these Articles.


SHARE AND CAPITAL

7. The Authorized Share Capital of the Company is Tk. 1,00,00,000/- (One Crore) divided
into 10,000 (Ten Thousand) Ordinary Shares of Tk.1000/- each with power to increase
or reduce the share capital and to divide the shares for the time being into several classes
and attach thereto such qualified or special rights, privileges, and conditions as may be
determined by the Company and vary, modify or abrogate any such rights, provided by
 the Regulation of the Company and to consolidate or sub-divide the shares and issue
shares of higher or lower denominations. The capital of the Company for the time being
in accordance with the provisions of the Companies Act, 1994.

8. 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.

9. The shares of the Company shall be under the control of the Directors, who may allot
and issue the shares to such persons in accordance with the arrived at a meeting of
the Board of Directors.

10. Every person applying for shares of the Company shall specify his name, address and
cooptation to be entered in the register of members, such address shall be deemed to be
his place of residence to which all notice from the company shall be sent and the
Company will not be responsible to any member for the non-receipt of any notice for
non-payment of dividends or for any other matter due to the change of address or any
member unless such change of address is notified in writing to the Company.


COMMENCEMENT OF BUSINESS
11. The business of the Company shall be commenced from the date of incorporation of the
company.

ALLOTMENT OF SHARES

12. The Shares shall be Under the Control of the Directors who may Subject to the Provisions
of Articles 3 and 6 allot for Cash or Consideration other than Cash or otherwise Dispose
of the same to such Persons in such Manner or on such Terms and Conditions as the
Directors think Fit.

13. The Directors must offer all further issue of Shares after the first Allotment to the Existing
Shareholders only in Strict Proportion to the Shares held by them and if any Shareholder
Refuses to Avail of the same then Proportionately Among willing Members.

14. The Directors must give at Least 30 days time for Exercise of such Option.

a) Even upon Refusal of all Shareholders to Exercise the Option, no share can be allotted
to a Person who is not then a Member of the Company. Shares can, However, be
allotted otherwise than in exact Proportion to the Holding or to Non-Members by
Obtaining consent of all Shareholders or by Resolution Passed at an Extra-Ordinary
General Meeting. The Resolution so passed must, however, apply to Specific issue of
Shares and no such Meeting shall be empowered to Amend or Annul this Clause.


CALL ON AND FORFEITURE OF SHARES

15. The Joint holders of shares shall be individually as well as jointly liable for the payment
of any call or installment due in respect of the share held by them.

16. The Directors may from time to time, make call upon the members in respect of any
money remaining unpaid on the shares held by them and no call shall be less than
twenty five percent of the nominal value of the share and each member shall subject to
receive fourteen days notice specifying the time and place of payment, pay to the
Company the amount called on his share at the time and place so specified th the notice,
if the requirement of the notice as aforesaid is not complied with any share in respect of
which the notice has been given may at ant time thereafter be forfeited by a resolution
of the Board of Directors of that effect.

17. The forfeited share may be sold or otherwise disposed of in such manner as the
Directors may think fit and at any time before sale or disposal, the forfeiture may be
cancelled in such manner and on such terms and conditions as the directors may think
fit.

18 Not Less than 14 (fourteen) Day's Notice of any Call shall be given to the Members
Specifying the time of Payment and each Member shall pay to the Company at the times
so Specified the Amount Called on his Shares.

19. A Call may be Revoked or Postponed at the Discretion of the Board of Directors

FRACTIONAL PART OF SHARE

20. No Persons shall be Recognized by the Company as Holding any share upon any trust and
the Company shall not Recognize any Equitable, Contingent or further interest in any
Share or any Fractional part of a Share or (Except only as by these Presents otherwise
Expressly Provided) any other Right in Respect of any Share Except an Absolute Right
the Entirely thereof in the Registered Holder.

SHARE CERTIFICATE

21. Every person whose name is entered in the Register of Members shall be entitled to one
or more share certificates to be issued under the common seal of the company,
specifying the number of share or shares and denoting number of shares held by him
and the amount paid up thereon, provided that in respect of share or shares held by
several persons jointly the Company shall not be bound to issue more than one
certificate and the delivery of such certificate to one of the several joint holders,
preferable to the whose name stand first in the register of Members shall be sufficient
delivery to all. All share Certificate shall be signed by the Managing Director of the
company.

22. 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.1000.00 as the Directors may from time
to time require.

23. In Respect of Shares held jointly by several Persons, Delivery of a Certificate for
One or More Shares to one of several joint-holders shall be sufficient delivery to
all.

LIEN
24. 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,

25. The company lien, if any, on a share shall extend to all dividends payable thereof.


TRANSFER AND TRANSMISSION OF SHARES

26. The share of the Company shall be transferred in the usual common form or in any
other form as may be approved by the Directors.
27. The instrument of transfer of any share of the Company shall be executed both by the
transferor and the transferee and lodged at the registered office of the Company along
with the share certificate. The transferor shall be deemed to remain as the holder of
this share until the name of the transferee is entered in the Register of Members.
28. The legal heirs, successors, executors, administrator or assignees of a deceased sole
holder of a share shall be the only person recognizes by the Company having any title
of the share/
29. Any person entitled to a share in consequence of death or insolvency of a member
shall upon such evidence being produced as may be required by the Directors, have
the right to be registered as a member in respect of that share.
30. Any share may at any time subject to the approval of the Directors; he transferred by
a member to his wife or her husband or his or her sons, daughters, father, mother or
brother.
31. Subject to the provisions mentioned above shares of the Company shall not be
transferred by a member to any person so long as the existing members are willing
to purchase the same or so long as a member or any other person selected by the
Directors is willing to purchase the same at a reasonable price fixed by the transferor
& transferee mutually.
32. The Directors may decline to register any transfer of share to a person whom they do
not approved for any reason which may appear to them just and proper in the interest
of the Company. The Directors are not bound to disclose or assign any reason for their
refusal to register any transfer of share.

REFUSAL TO REGISTER TRANSFER

33. The Directors may decline to Register any Transfer of Shares to any Person whom they
do not Approve of and for any Reason, which may Appear to them just and Proper and
the Directors need not Disclose or Assign any Reason for their Refusal to Register any
Transfer. The Directors may also Decline to register any Transfer of Shares on which the
Company has Lien.

34. If the Directors Refuse to Register or Decline to Recognize the Transfer of any Shares they
shall, within one Month after the date on which the Transfer was Lodged with the
Company, send to the Transferee and Transferor Notice of the Refusal or Decline.

NO TRANSFER TO MINOR

35. No Transfer shall be made to a Minor or to a Person of Unsound Mind.

POWER TO INCREASE AND REDUCTION OF SHARE CAPITAL

36. The Company in General Meeting may by Special Resolution alter the Condition of its
Memorandum of Association to Increase the Share Capital by such sum to be divided into
Shares of such Amount as may be Deemed Expedient. The Company may, likewise, reduce
its Share Capital by Special Resolution.



GENERAL MEETING


37. 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.
38. 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".

39. 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.

40. Provided that the time, date and place of each Annual General Meeting are decided upon
beforehand by the Board of Directors having regard to the directions, if any, given in this
regard by the Company in general meeting, a Annual General Meeting of the Company
may be called during any hours of the day and may be held at any place.

41. Subject to the provisions of Section 87(2) of the Companies Act, 1994 at Least 14
(Fourteen) Day’s Notice Specifying the Place, the Day, and Hour of a General Meeting shall
be given and in the Case of Special Business, the General Nature of such Business shall be
Notified to the Members, but Accidental Omission to give such Notice to or the Non-
Receipt of such Notice by any Member shall not invalidate the Proceedings of the General
Meeting which may, with the Consent of all Members, be Called by Shorter Notice and in
such Manner as the Members think Fit. Regulations 113 to 116 of Schedule-1 of the Act
shall apply for serving Notice in all Meetings.









APPOINTMENT AND REMOVAL OF A DIRECTOR

42. The company may appoint or remove a Director from the company in its Annual General
Meeting.


PROCEEDING OF GENERAL MEETING

43. 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.

44. At any General Meeting a Resolution put to the Vote of the Meeting shall be Decided in
such Manner as Determined by the Board of Directors and a Declaration by the
Chairperson that a Resolution has been Carried, or Carried Unanimously, or by a
Particular Majority, or Lost, and an entry to that effect in the book of the Proceedings of
the Company shall be Conclusive Evidence of the fact, without Proof of the Number or
Proportion of the Votes Recorded in Favor of, or Against, that Resolution.

45. If a poll is demanded, it shall be taken in such Manner as the Chairperson directs, and the
Result of the poll shall be deemed to be the Resolution of the Meeting at which the poll
was demanded.

46. In the Case of an Equality of Votes, the Chairperson of the Meeting shall be entitled to a
Second or Casting Vote.

47. 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 THIRED
members personally present shall form the quorum of any general meeting.



VOTE OF MEMBERS

48. 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.
49. On a show of hands every member present in person and entitled to vote shall have one
vote and upon a poll every member present in person or by proxy or power of attorney
shall have one vote in respect of every shade hold by him.
50. On a poll, vote may be given either personally or by a proxy or under a power of attorney
or by a person appointed under section 86 of the Companies Act, 1994 A proxy must be
a member of the Company.
51. Any person entitled under the transmission clause to the transfer of any share, may vote
at any general meeting in the same manner as if he were the registered holder of such
share provided that 72 hours at lest before the time of holding the meeting or adjourned
meeting as the case may be or which he proposes to vote he shall satisfy the Directors
 of his rights as transferee to such share unless the Managing Director shall have
previously admitted his right to vote as such meeting in respect thereof.


DIRECTORS

52. 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.
53. The board of Directors of the Company shall be constituted with the following persons
and they be first Directors unless any one of them voluntarily resigns the office or
otherwise removed there from under the provisions of the Companies Act, 1994
54. Flowing persons shall be the first Directors of the company.

1. Nazmul Gani
2. Zuber Siddiquee
3. Md Juel Rana

55. 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.

56. The remuneration of a Director shall not exceed Tk.500/- (Taka five hundred) each for
meeting of the Directors attended by him/her. The Director shall be entitled to be paid
reasonable travelling expenses incurred by him/her whilst employed in the business of
the Company

57. If any Director when willing be called upon to perform any extra service or to make any
special exertion for the Company, The Company may remunerate the Directors so doing
either by a fixed sum or by a percentage on the profits of the Company as may be decided
by the Company in a General Meeting held subsequent so such appointment.
58. The Board of Directors shall have power at any time and from time to time to appoint
any other person to be a Director of the Company either to fill up a casual vacancy or as
an additional to the Board so that the total number of Directors shall not at any time
exceed the maximum number of Directors fixed by the Company.

BOARD OF DIRECTORS

59. The Management and Administrative affairs of the Company shall be fully vested in the
Board of Directors, which shall have the Responsibility to Approve and Administer the
Annual and Supplementary Budgets. The Board of Directors shall Exercise full
Management and Financial Control of the Company. The Board shall Exercise all
Executive and Financial Powers of the Company.

60. The Quorum necessary for the Transaction of Business by the Directors may be fixed
from time to time and may be Changed by the Directors and Unless be Fixed shall be 2
(Two).

MINUTES

61. The Directors shall Cause Minutes to be made in Books provided for the Purposes:

(a) Of all Appointments of Officers made by the Directors,

(b) Of the Names of the Directors Present at each Meeting of the Directors and of any
Committee of the Directors;

(c) Of all Resolutions and Proceedings at all Meetings of the Company and of the Directors
and of Committees of Directors.




62. Every Director Present at any Meeting of Directors or Committee of Directors shall Sign
his Name in a Book to be kept for that Purpose.



 VACATION OF OFFICE OF DIRECTOR

63. The office of Directors shall if so become Vacant upon the Happening of the Events
Mentioned in Sub-Section (1) of Section 108 of the Act.

64. Any paid Director may Retire or Resign from the Company by giving Written Notice. Paid
Executive Directors may be Appointed/Discharge at any time by the Board of Directors
without showing any Reason to the Concerned Directors or Anyone else.

65. If any Director or Shareholder is engaged in any act Contrary to the interest of the
Company, the Board of Directors, with Majority votes, Unilaterally Reserves the Absolute
Right to terminate his Directorship and/or expel him from the Company by
Canceling/Withdrawing his Shares. In such an Event, the Concerned
Director/Shareholder shall not or can not make any claim on the Profit, Goodwill, Assets
or on any other thing of the Company but be Entitled to Receive an Amount Equal to the
Face Value of his Returned/Withdrawn Shares or as may be Determined by the Board.
The Decision of the Board of Directors shall be Final, Binding and Conclusive which
cannot be Challenged Further in this Regard.


DISQUALIFICATION OF DIRECTORS


66. The Office of Director shall be vacated if the Director:
a) Fails to obtain the tine as specified under Section 97(i) of the Companies Act,
1994 or at any time thereafter ceases to hold the share qualification necessary
for his/her appointment or
b) If found to be a person of unsound mind by a court of competent Jurisdiction or
:
c) If an adjudges insolvent: or
d) Absent himself/herself from three consecutive meeting of the Directors or from
all meeting of the Directors for a continuous period of three months whichever
is longer without leave of absence from the Board of Director: or
e) Voluntarily resigns from the Office
f) He becoming bankrupt or insolvent or on becoming unsound mind.
g) He resigning from the office by giving notice in writing to the company.
h) And if he acts in contravention of the section 86(f) of the Companies Act 1994.

67. The Directors shall meet together for the dispatch of business of the Company adjourn
or otherwise regulate their meeting as they may think fit.


QUORUM


68. A meeting of the Directors at which a quorum is present shall he competent to exercise
all or any of the powers and authorities of the Directors, Unless otherwise determined
two third Directors shall form the quorum of a Directors meeting.
69. Any resolution or circular signed by all the Directors shall be as valid and effectual as
if it has been passed at a meeting of the Directors duly called and constituted.
70. The Directors may at any time call a meeting of the Board of Directors, They may also
elect one of them to be the Chairman of the Company in a vacant post.

POWER OF DIRECTORS

71. 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.

72. 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 co
8. 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

73. Nazmul Gani shall be the first Chairman of the Company for a period of 5 (Five) years
from the date of incorporation of the Company and shall hold his position until he resigns
voluntarily or otherwise becomes disqualified under provision of section 108(1) of the
Companies Act, 1994. He shall preside over all the Meeting of the Company.

74. He will preside over all the meeting of Board of Directors as well as General meeting or
extra-ordinary general meeting and supervision all the activities of the company.
75. If at any Meeting the Chairman is not present within Thirty Minutes after the time
Appointed for Holding the Meeting, the Members Present shall choose someone of their
Number to be the Chairman.



MANAGING DIRECTOR

76. Subject to the Control and Supervision of the Board the Business and all other Affairs of
the Company shall be managed by the Managing Director of the Company.


77. Zuber Siddiquee shall be the first Managing Director of the company for a period of 5
(Five) years from the date of incorporation of the Company and shall hold his position
until he resigns voluntarily or otherwise becomes disqualified under provision of
section 108(1) of the Companies Act, 1994. The Managing Director shall preside over
all the Meeting of the Company in the Absence of the Chairman. Managing Director
shall maintain the Company’s all day-to-day Affairs.
78. The Managing Director shall be the Executive Head of the Company.

79. For the service to be rendered by the Managing Director he will receive such
remuneration whether as salary or commission or participation in the profits of the
Company or party in another as decided by the Company in the general meeting held
subsequent to his assumption of office.

POWERS OF MANAGING DIRECTOR

80. Without Prejudice to the General Powers Conferred by the last Preceding Articles and to
any other Powers or Authorities Conferred on the Directors, the Managing Director shall
have the Following Powers, Subject the control and supervision of the Board of Directors,
the Managing Director shall exercise the following powers: -


1) To Pay the Costs, Charges and Expenses, Preliminary and Incidental to the
Promotion, Establishment and Registration of the Company

2) 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.
3) To Purchase or Otherwise Acquire for the Company Property, Rights or
Privileges which the Company is Authorized to Acquire at such Price and
Generally on such Terms and Conditions as he thinks Fit, and to Sell, Let,
Exchange or otherwise Dispose of all or any Part of the Properties, Privileges
and Undertakings of the Company upon such Terms and Conditions and at
such Considerations as he may think fit Subject to the Approval of the Board.

4) To Open Bank Accounts, Make, Draw, Endorse, Sign, Negotiate and Give all
cheques, Bills of Lading, Drafts, Orders and Promissory Notes, Securities and
Negotiable Instruments Required in Business of the Company and may also
Sign and Give all Effectual Receipt and other Discharges of Money Payable to
the Company and for the Claims and Demands of the Company.

5) To Sign, Seal, Execute and do all such Documents, Acts, Deeds and Things in
the Name of the Company, as he Deems fit.

6) To Appoint, Employ and Instruct Solicitors and Counsels in the Interest of the
Company.

7) To pay for any Property, Rights, Privileges Acquired by or Services Rendered
to the Company whether wholly or partly in Cash or in Shares, Debentures or
other Securities either Specially Charged upon all or any Part of the Property
of the Company and its Uncalled Capital for the Time Being or in such other
Manner as He Thinks fit.

8) To Secure the Fulfillment of the Contracts or Engagements Entered into by the
Company by Mortgage or Charge of all or any of the Property of the Company
and its Unpaid or Uncalled Capital for the time being or in such other Manner
as He Thinks fit.

9) To Appoint and at his Discretion Remove or Suspend such Agents, Managers,
Secretaries, Officers, Clerks, Assistants and Servants for Permanent,
Temporary or Special Services as he may from time-to-time Think fit, and to
Determine Security in such Instance and to such Amount as He Thinks fit.
Appoint others and to pay the salary, remuneration and wages to the persons so
employed.


10) To Appoint any Person to Accept and hold in Trust for the Company and
Property Belonging to the Company or in which the Company is Interested or
for any other Purpose and Execute and do all such Deeds, Documents and
Things as may be Related to any such trust and to Provide for Remuneration
of such Trustees.

 11) To Institute, Conduct, Defend, Compound or Abandon any Legal Proceedings
by or Against the Company or its Officers or otherwise Concerning the Affairs
of the Company and also to Compound and allow Time for Payment of
Satisfaction of any Debts due to any Claims or Demands by or Against the
Company.

12) To refer any Claim or Demands by or Against the Company to Arbitration and
Observe and Perform all Awards.

13) To insure all such Property and Immovable Effects, Goods or Belongings to the
Company which may be of an Insurable Nature Against such risks and
Contingencies as he may deem fit.

14) To act on Behalf of the Company in all Matters Relating to Bankruptcy and
Insolvency.

15) To Provide for Management of the Affairs of the Company Either in Different
Parts of Bangladesh or elsewhere, in such Manner as He may think fit and in
Particular establish various Departments and Branch Offices and for
Conduction and Managing the Affairs and Business of the Company to Appoint
any Person to be Attorney, Paid Director, Departmental Managers, or Agents
of the Company or so far as the Terms of Appointment as the Company Permit,
Secretaries or Agents of any other Company, Firm or Person with such Powers
(Including Powers to Sub-Delegate) and Upon such Terms as He may Think fit.

16) To Provide for, Conduct and Manage the Affairs of the Company from time to
time, and at any time, within or outside Bangladesh by Local Board, Branches,
Agencies or otherwise, and Appointment of any Person to be Members and/or
Officers of such Local Board or Agent or Paid Directors, Secretaries, or other
Officers and fix their Remuneration.

17) To Delegate to any Person Appointed under the Preceding Sub-Clause such
Authorities and Description as he may think fit and also to Sub-Delegate such
Powers to any other Persons and Further to Invest such Appointees with
Authority and Power to Comply with Requirements of any Local law or Statute
of Bangladesh and Foreign Countries as may be Necessary to Comply with.

18) To invest Money of the Company not immediately required for the Purpose
thereof on such Securities (Not being Shares in this Company) and in such
Manner as He may think fit and from time to time vary or realize such
Investments.

19) To execute in the Name and on Behalf of the Company in favor of any of the
Company, such Mortgage of Company's Property (Present and Future) as He
may think fit and any such Mortgage may Contain a Power to Sale, and such
other Powers, Covenants and Provisions as shall be Agreed upon.

20) To give to any Person employed by the Company, Commission, Share or Profit
for any Particular Business or Transaction or a Share from the General Profit
of the Company with the Consent of the Board.

21) To Make, Vary and Repeal By-Laws for the Regulation of the Business of the
Company, its Officers/Servants.

22) To Enter into all such Negotiations and Contracts and Rescind and vary all such
Contracts, and Execute and do all such Acts, Deeds and things in the Name and
on behalf of the Company as he may consider Expedient or in Relation to any
of the matter aforesaid or otherwise for the Company.

23) To Establish, Maintain, Support and Subscribe to any Public Object and
Institution, Society or Club which be for the Benefit of the Company or its
Employees or be Connected with any town or Place where the Company
Carries on Business to Give Permissions, Gratuities and Charitable aid to the
Person who have Served the Company or to the Houses, Children or
 Dependants of such Person that may Appear to be just or Proper, whether any
such Person, His widow, Children or Dependants have not a Legal Claim upon
the Company or Not.

24) To borrow or raise money by way of loans or overdrafts or by the creation of

mortgage, charge of hypothecation or otherwise and on such terms on such
terms and conditions as he may think fit and to sign, execute, seal and deliver
necessary documents for securing the loan approved by the Board of Directors.
25) To demand sure for, realize and recovery all dues, claims, demand, damages and
compensations due and payable to the Company and to take proceedings, civil,
criminal, revenue or otherwise and whether original or appellate.
26) To purchase or otherwise acquire for the Company any land, building, office,
goodness, licenses, rights, privileges, concessions, plant, machineries, goods,
equipment and utensils as may be required by the Company and at such
consideration and on such terms and conditions as he may think fit.
27) To settle compound, submit to arbitration, compromise and withdraw any suits,
accounts, claims and demands whatever whether arising from ant legal
proceedings or not.
28) To invest the reserve fund of the Company and to dispose of same in such
manner.
29) To delegate all or any off his powers to any Director, Manager, secretary, agent,
accountant, assistant or other officer of the Company as he may from time to time
deem fit.
30) To present for registration before the District Registrar, sub-registrar or any
other registering authority and deed of document executed by the Managing
Director or any other Director if so, authorized by the Board of Directors in that
behalf and to admit execution thereof and also to present for registration before
any registering authority and deed or documents executed in favor of the
Company and generally to do all other acts and things in that behalf.
31) To give donations and subscriptions to any charitable, benevolent, religious,
social and cultural objects.
32) 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.
33) 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.
34) To sign and verify plaints, written statements, petitions, applications
and altnames, authorizing legal practitioners to act for and on behalf of the
Company before all courts, civil, criminal, revenue or otherwise and generally to
do all other acts and things may be necessary from time to time in connection
with the business of the Company in different department under the
Government and any other public or privet offices

35. 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.

BORROWING POWER

81. The Managing Director may from time to time with the concern of Directors may
borrow from any source any sums of money required for the purpose of the
Company and rise and secure the payment of such money in such manner and
upon such terms and condition in all respects as they may think fit and in
particular by the issue of shares or by making, drawing, accepting or endorsing
on behalf of the Company any promissory notes, bill of exchange or by giving or
issuing any of the securities of the Company or by the creation of mortgage,
charge by hypothecation all or any of the properties of the Company both present
and future, including the uncalled capital of the Company for the time being and
the Directors may on behalf of the Company guarantee the whole or any part of
 such loan or debts incurred by the Company with powers to secure guarantor
against liability in respect of such loan or debts.

ABSENCE OF THE MANAGING DIRECTOR:

82. That in case of the absence of the Managing Director, all the Powers Exercisable by
the Managing Director may be exercised by the Chief Executive Officer of the company
or as per the Decisions of the Board of Directors.


BANK ACCOUNT

83. That with the Approval of the Board of Directors of the Company, the
Company shall Open Bank Account/s in its Name with any Scheduled
Commercial Bank/Banks or Financial institutions in Bangladesh or Abroad
and the Board may from time to time Appoint or Authorize the Chairman and
Managing Director of the Company to open and operate the Company’s Bank
Account(s). shall be operated the same by the Joint Signature of the Chairman
and the Managing Director of the Company, Or only Signature of Managing
Director, or as per decision by the Board of Directors of the company

SEAL OF THE COMPANY
84. The Company shall have a common seal, which will be remain in the custody of
the Managing director. Every instrument to which the seal is affixed shall be
counter signed by the Managing Director or by any other Director. Such seal and
Signature shall be conclusive evidence of the fact that the seal has been
properly affixed.

POWERS OF THE BOARD

85. The Board of Directors may from time to time Entrust and Confer upon the Chairman,
the Managing Director, the Chief Executive Officer such of the Powers Exercisable
under these Articles as deemed fit by the Directors and to be exercised for such
objects and Purposes and upon such Terms and Conditions as they may think
expedient, and they may Confer such Power either Collaterally to one or Both of the
Chairman, and the Managing Director or the Chief Executive Officer as will be
Beneficial for Smooth and Orderly Execution and Running of the Affairs of the
Company.

86. The Board of Directors shall Determine from time to time the Monthly Remuneration
(if any) of the Chairman, Managing Director, the Chief Executive Officer and other
Directors, Executives and Officials of the Company for conducting the Affairs of the
Company.

87. In case of Death, Resignation or Removal of the Chairman or the Managing Director
or the Chief Executive Officer, the Board of Directors shall elect a new Chairman,
Managing Director or the Chief Executive Officer. Similarly, other Vacancies in the
Board will be filled up.

88. If the Chairman, or the Managing Director or the Chief Executive Officer Expires or
Remains out of the Country or fails to Conduct his Responsibilities for Physical illness,
or for any other valid Reason then one of the Directors may be Empowered to do all
the Activities of the Chairman, or the Managing Director or the Chief Executive Officer
in His Absence, Incapacity or until a new Chairman, or Managing Director or Chief
Executive Officer is Appointed by the Board of Directors, as the Case may be.









NOTICE
89. When a notice is sent by post the service of the notice shall be deemed to have
been effected by properly addressing, prepaying and posting the letter containing
the notice, unless contrary is proved to have been effected at the time at which
the notice would be delivered in the ordinary course of post.

90. A notice may be given by the Company to any member either personally or by
sending the same by post to him of his registered address by advertisement in
the local, newspaper, circulation in the neighborhood of the registered office of
the Company.
91. Any notice to be given by the Company to any member, may be signed, written
or printed.
DIVIDEND AND RESERVE
92. TO BE DECLARED IN GENERAL MEETING: The Company in General Meeting may
declare a Dividend to be paid to the Members According to their Rights and Interests
in the Profits, but no Dividend shall exceed the Recommended by the Directors.

93. PAYMENT OF DIVIDEND: No Dividend shall be paid otherwise than out of Profits of
the Year or any other Undistributed Profits.

94. INTERIM DIVIDEND: Whenever in their Opinion the Profits of the Company Permits,
the Directors may declare an Interim Dividend.



95. RESERVE: The Directors may, Before Recommending any Dividend, set a side out of
the net Profit of the Company such sums as they think Proper as a Reserve or Reserves
which shall, at the Discretions of the Directors, be Applicable for Meeting
Contingencies, or for any other Special Purposes to which the Profits of the Company
may be Properly Applied.

REMUNERATION

96. Remuneration, or other Benefit in Money or Moneys worth may be given by the
Company to any of its Members, whether Officers or Servants of the Company or not,
Including Payment of out of Pocket Expenses, Reasonable and Proper Interest on
Money Lent, or Reasonable and Proper rent on Premises Let to the Company.

97. The Company may pay Reasonable Remuneration to any of its Officers or Servants
(Not Being Members) or to any other Person (Not Being a Member) in Return for any
Services Actually Rendered to the Company.



CAPITALIZATION OF THE RESERVE
98. The Company in general meeting may resolve that any money, investments or other
assets forming part of the undistributed profit of the Company and standing to the
credit of the reserve fund or in hands of the Company and available for dividend be
capitalized and distributed among such of the shareholders as would be entitled to
receive the same if distributed by way of dividend and in the same proportion on the
footing that they become entitled there to as capital and that all or any part of such
capitalized fund be applied on behalf of the shareholders in paying up in full any un-
issued shares, debenture or debenture stock of the Company which shall be
distributed accordingly or in or towards the payment of the uncalled liability on any
issued share that such distribution or payment shall be accepted by the shareholders
in full satisfaction of their interests in the said capitalized sum.
ACCOUNTS

99. The Directors shall in all respect comply with the provisions of Section 181 to 191 of
the Company Act, 1994 so far as applicable to private Companies of any statutory
Modifications there of for the time being in force. The Directors shall cause to be
kept proper books of account with respect to:-
a) All sums of Money received and expended by the Company and the Matters in
Respect of the Receipts and Expenditure take Place;

b) All Sales and Purchases of Goods by the Company;

c) The Assets and Liabilities of the Company;

d) Cost Accounts, where Applicable.

100. The Books of account shall be kept at the Registered Office of the Company or at such
other Place as the Directors shall think fit and shall be Open to Inspection by the
Directors During Business Hours.

101. Subject to any Reasonable Restrictions as to the time and Manner of Inspection that
may be imposed in Accordance with These Articles, the Accounts shall be open to the
Inspection of the Members.

AUDIT

102. An Auditor or auditors shall be appointed by the Company and thier duties shall

be regulated in accordance with the provisions of Section 210 to 213 of the

Companies Act, 1994. Every account when audited and signed by the Auditors and
Directors and approved at a general meeting shall be conclusive unless so far as any
error is discovered there in before the audit of the next successive year’s accounts.
Whenever such an error is discovered the same shall forth with be rectified. Once at
least every year the accounts of the Company shall be examined and the correctness of
the profit and loss account and balance.

103. 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
103. 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.

105. Neither any Directors, Managing Director, Manager and any other officers of the
Company shall be held liable for any loss or damage happening to the Company and
arising from any tortures act of any other person or for any other loss or damages or
misfortune due to act of Government.



SECRECY
106. The Directors, Manager, Secretary, Officer, Auditors, agents or other person employed in
the Business of the Company shall have to observe ( by signing a declaration form) strict
secrecy respecting all matters which may come to his/her 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 law or in these presents.


ARBITRATION

107. 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

108. Chosen by the Arbitrators before entering on the consideration in accordance with
the provisions of the Arbitration Act, 2001.

WINDING UP

109. 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 Shares Taken Signature of the

by Each Subscriber Subscriber
Occupation of the Subscriber

1. Nazmul Gani 4500 (Four Thousand

Father : Md. Osman Gani and five hundred
Mother: Ayesha Begum Shares) 45% of total
Address: Kamrab , Shibpur , Narshingdi -1600 Shares
Date of Bith : 03/02/1985
Age : 36
Occupation: Business.
TIN : 778622866689
ID : 9127077262
Nationality: Bangladeshi.
Phone/Mobile : 8809639203939
E-mail : nazmulgani@yahoo.com

2. Zuber Siddiquee 4000 ( Four

Father : Siddique Ahmed Thousand Shares)
Mother: Saleha Siddiquee 40% of total Shares
Address: Barokut , Barkut Madrasa, Gopalganj,
Sylhet
Date of Bith : 25/12/1979
Age : 42
Occupation: Business
TIN : 739845319743
Passport ID : EH649083
Nationality: Bangladeshi
Phone/Mobile : 8809639203939
E-mail : zs@housegroupbd.com

3. Md Juel Rana 1500 ( One Thousand

Father : Md Syed Ali and five hundred
Mother: Mst. Hasina Khatun Shares) 15% of total
Address: Shyamkur , Maheshpur , Jhenaidah Shares
Date of Bith : 19-01-1995
Age : 26
Occupation: Business
TIN : 652336161493
ID : 19954417177000156
Nationality: Bangladeshi
Phone/Mobile : 01736212525
E-mail : needjuel@gmail.com

Total: 10,000 (Ten Thousand) Shares

Dated:


Name of Witness with description

1.





2.