Issue No.

371348 Date: 05/06/2023

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

&

ARTICLES OF ASSOCIATION

OF

Perfect Manufacturing and

Marketing Limited.

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 THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
Perfect Manufacturing and Marketing Limited.

I. The name of the company is Perfect Manufacturing and Marketing Limited.

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

III. The objects for which the company is established are all or any of the following (all
objects will be implemented after obtaining necessary permission from the
Government/concerned authority/competent authority before commencement of the
business):

1 To carry on the Business of as Manufacturing, Import, Export, Trading, Supply,

Distribution, Sales & Marketing of all kinds of goods, foods, consumer products,
toiletries products, food products & Beverage. To set up of all types of Fruits,
Vegetable & Sugar Cane processing plant. To carry on the business of all kinds of
e-Commerce, e-Business, door to door services, Online delivery shopping, Online
delivery marketing and all kinds of information technology related sale & purchase
with various products. Online shopping, Online marketing, order & Suppliers. To fix
the buyer and seller for the purchase and sale of land, to manufacture and market
all the consumers products. To carry on the business Buying and selling medicines
online Marketing, Shopping, order & suppliers. To carry on the business of all kinds
items parcels Courier services, online services, online marketing, order & suppliers.
2 To carry on the business of all kinds of Bakery, Ice-cream, all kinds of meats,
chicken, Beef stone, mega shop, showroom, super shop, vegetable shop, Agro-
base cultivation, Agro Farm. To carry on business of all types of sauce, ketchup,
puree, jam, jelly, Tomato ketchup, Tomato paste. To carry on the business of
Manufacturing of all types of food product specially fruits juice, jam, jelly, Orange,
Squash, Slice Pineapple Cane, Different types of achare (hot and sweet) by the
pickle sliced, Lemon, Tomato & Cleric. To set up and establish a spices and food
industries for the purpose of processing and preparing of Flour, Sugar, Palm oil,
Ghee, gees, Dal, Bason, Chira, Nut & Spices and Processed Potato. To carry on the
business of manufacturing of pure Boiled water afferent types of biscuit,
Chocolates, Chanachore, Nodules for local Consumption and export also.
3 To carry on the business as manufacturer of Bread, Loaf, Potato, chips, Potato
Crekar. To establish & set up Industries for Production of all kinds of spice & mixed
spice lime Chili, Turmeric, Coriander, conmen & curry, Garlic power, Onion power oil
kinds of mixed masalla and to carry on the business of all kind of spice & mixed
spice as whole sellers, retailers dealers buyers importers together will as allied
products & for that purpose to purchase & procure machinery plant and tools &
accessories locally and through import.
4 To set up and establish Automatic or Semi-automatic factory or factories to
manufacture, make, prepare and or deal in biscuits, Bread, Cakes, Candies, Cream,
Pickles, Chatni (Mango, Tetul, Lemon), Chanachur, Oral Saline, Tasty Saline, Tasty
Hazmi (Mango, Orange, Tetul), Butter, Cheese, Sweets, Lemon, Drops chocolates,
Feed, Lozenges, Chewing gum, aerosol, Mosquito coil, Agarbati, Bubble gum, Hazmi
Candy, condensed milk, Pickles, Sup, broth restoratives or other kinds of food
preparations suitable for children invalids, convalescents and also to manufacture
all kinds of eatables, Tinned, Preserved or otherwise, that are made by bakers,
sweetmeat sellers and food suppliers and o Buy, Sell, Refined, Prepare, Import and
deal in provisions of all kinds in any form.
5 To set up and establish the business of production of all kinds of agro-base
Cultivation, Agro Farm, agricultural and horticultural food and supply and marketing
the same in the local and/or in foreign market. To carry on the business of

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 manufacturing, producing, processing, buying, selling, converting of feed of Man
and all kinds of animal in particular of poultry, fish, cattle, and pet birds and animals
and to produce and extract ingredients of food and to establish manufacturing
plants and storage facilities of appropriate technology for the purpose. To Export,
Import and Sale of any kinds of goods and materials.
6 To carry on the business and to act as traders, importer, exporters of any
commodity, commission agents, sole agents, Air Freight Agent, manufacturer
representative, handling agents, clearing and forwarding agents, buying and selling
agents indenting agents, as the company may think fit from time to time. To carry
on the business of imports and exports, stockiest, general order supplier and
indenters for all permissible items including food and agriculture items. To establish
& set up Industry/ Industries for Production of all kinds of spice & mixed spice like
Chili, Turmeric, Coriander, conmen & curry, Garlic power, Onion power all kinds of
mixed masala and to carry on the business of all kind of spice & mixed spice as
whole sellers, retailers¿ dealers¿ buyers importers together will as allied products.
To carry on the business of Automobiles, Chain Restaurant & Hotel & Leather
Factory.
7 To set up and establish the business of tea products, plantation of tea,
maintenance of tea plantation, tea garden, cultivation of green tea leaf,
procurement of green tea leaf, moisturizing, processing of green tea leaf and
producing various products of tea, packaging, marketing and selling the products.
To set up industry/industries for producing all types of Cosmetics goods such as
Shampoo, Lipstick, Perfume, Nail Polish, Lip liner, Eyeliner, Body Spray, Lotion,
Powder, Prickly Heat Powder, Cream, Hand & Body Cream, Cold cream, Vanishing
Cream & all skin care and hair care products. To carry on the business of Exporter,
Importer, Indenting, Suppliers, Indenting agent, Marketing, Marketing Agent,
Managing Agents, Shipping Agents, Manufactures, Selling Agent, Buying agent,
Merchant, Dealers, Wholesaler, Retailers, Stockiest, General traders, C&F Agents all
kinds of Machineries, Spare parts, goods and other kinds of articles and
commodities.
8 To attain the business objectives company may enter into Partnership, Joint-
venture, take over or Amalgamate with any other company and also to take Loans
from Bank/other Financial Institutions in such a manner as may company thinks fit.
9 To mortgage the property and assets of the company as securities for loans and/or
any credit facilities to be given to any associate company or companies or third
party and also to give guarantee securing liabilities of such associate company or
companies and/or third party.
IV. The liability of the members of the company is limited by shares
V. The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided
into 1000000 ( Ten Lac ) Ordinary Shares of TK 10 ( Ten ) each with power to
increase or reduce the capital and to divide the shares into different classes and to
attach thereto any special right or privileges or conditions as regards dividends,
repayment of capital, voting or otherwise or to consolidate or sub-divide the shares.

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 We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
SL Name Position No. of Signature
No. Shares of
Taken subscribers
1 Name : ANOWAR HOSSAIN Chairman 50000
Father's Name : Babul Miah ( Fifty sd/-
Mother's Name : Anowara Begum Thousand
Address : Matuail, Muslim Nagar, Demra, , Dhaka shares)
Date of Birth : 08-MAR-84
E-mail : anwar.mah95@gmail.com
Phone : 01400897010
TIN : 218248933392
NID/Passport No. : 7337951508
Nationality : Bangladeshi
2 Name : SHAHADAT HOSSAIN Managing 50000
Father's Name : Amir Hossain Director ( Fifty sd/-
Mother's Name : Shetu Begam Thousand
Address : Flat: H-7, Dream House-5, New Town shares)
R/A, Road: 10, Haji Badsha Mia Road, Matuail,
Demra, Dhaka
Date of Birth : 01-APR-85
E-mail : kazishahadat1985bd@gmail.com
Phone : 01855946200
TIN : 630698464541
NID/Passport No. : 2838782874
Nationality : Bangladeshi

Witness 1 Witness 2

Name : MUHAMMAD NAYEEM HOSSAIN KHAN Name : Md. Abu Musa

Address: 46/A, PuranaPaltan (3rd Address: 46/A, PuranaPaltan (3rd Floor),Dhaka-

Floor),Dhaka-1000 1000
Phone : 01911102660 Phone : 01911614796

NID : 657958211596 NID : 1914023240014

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 THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF

Perfect Manufacturing and Marketing Limited.

PRELIMINARY

1. The regulations contained in Schedule-1 of the Companies Act. (No. XVIII), 1994
with respect to such provisions as are applicable to a private limited Company shall
apply to the Company in so far only as the same are not negative, modified or are
not contained in the following Articles or any other Articles that may from time to
time be framed by the Company in General Meeting or by any statute.

INTERPRETATION

2. Unless define herein or the context so otherwise requires, any capitalized terms, the
words or expressions contained in these Articles shall bear the same meaning as in
the Act or any statutory modification thereof in force at the date at which the
Articles become binding on the Company.
i) Act- means the Companies Act, 1994 (Act XVIII of 1994) as may be amended
from time to time and includes any other law relating to companies for the time
being in force in Bangladesh;
ii) Articles- means the Articles of Association of the Company;
iii) The Register- means the Register of the members to be kept in pursuant to
section 34 of the Companies Act. 1994 as adopted by the govt. of Bangladesh;
iv) Auditor- means the person performing the duties of the external auditor of the
Company;
v) Board of Directors- or Board means Board of Directors of the time being of the
Company;

3. vi) Company- means Perfect Manufacturing and Marketing Limited.

vii) Chairman- means the Chairman appointed as such for the time being of the
Company;
viii) Directors- means the Directors for the time being of the Company;
ix) Capital- means the capital for the time being raised or authorized or to be raised
for the time being by the Company;
x) Paid up- includes credited as paid up;
xi) Share- means the share in the Capital for the time being of the Company;
xii) Dividend- includes bonus share;
xiii) Managing Director- means the Managing Director appointed as such for the time
being of the Company;
xiv) Month- means calendar month according to the English Calendar;
xv) Office- means the registered office for the time being of the Company;

4. xvi) Proxy- includes Attorney duly constituted under a Power of Attorney;

xvii) Registrar- means the Registrar of Joint Stock Companies and firms, Bangladesh;
xviii) Writing- and ¿Written¿ includes printing, lithography and other modes of
representing of reproducing words in a visible form;
xix) Words importing the singular number shall include the plural and vice-versa;
xx) Words importing the masculine gender shall include the feminine and vice-versa;
xxi) Words importing persons shall include corporations, companies, etc.

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 PRIVATE COMPANY

5. The Company is a Private Limited Company within the meaning of Section 2 (1)
Clause (q) of the Companies Act. 1994 and according to the following shall apply-
a) Invitation shall not be issued to the public to subscribe to subscribe for any
shares or debentures of the Company;
b) The number of Shareholder of the Company (exclusive of the persons in the
employment of the Company) shall be limited to fifty;
Provided that, for the purpose of this provision where two or more persons hold one
or more shares in the Company jointly, they shall be treated as a single member.
c) The rights to the transfer shares in the Company are restricted in the manner
and to the extent hereinafter appearing

BUSINESS

6. The Company shall be entitled to carry on or commence all or any of the business as
mentioned under sub-clauses 1 to 7 of clause-iii the object clause of the
Memorandum of Association of the Company;

7. The Company shall be entitled to commence business from the date of its
incorporation.

SHARE CAPITAL

8. The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided
into 1000000 ( Ten Lac ) Ordinary Shares of TK 10 ( Ten ) each with the power to
the Company to increase or reduce the capital and to divide and consolidate the
share capital into different classes and to attach thereto any special right or
privilege or condition as regard dividends, repayment of capital, voting or otherwise
or sub-divide the shares and to reduce or increase the value of shares into different
denominations.

CALL ON SHARES

9. The Directors may from time to time subject to the terms on which any share may
have been issued, make such calls as they think fit upon the members in respect of
all money on the shares held by them respectively and not by the conditions of
allotment thereof made payable at fixed times and each member shall pay the
amount of every call so make on him to the persons and at the times and places
appointed by Directors. A call may be made payable by installments and shall be
deemed to have been made when the resolution of the directors passed authorizing
such calls.

10. Subject to the provisions of these Articles and to the provisions of Section 155 of
the Act, the shares of the Company shall be under the control of the Directors, who
may allot or otherwise dispose of the same to such persons, on such terms and
conditions, and either at premium or at par and at such times as the Directors think
fit and shall have power to give to any person the call of any shares either at par or
at a premium during such time and for such consideration as the Directors shall think
fit.

11. Any shares for the time being unissued and any new shares from time to time to be
created may from time to time be issued with any such guarantee or any such right
of preference whether in respect of dividend or of repayment of capital of both of
any such other special privilege or advantage over any shares previously issued or

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 then about to be issued (subject to the provisions hereinafter contained as to the
consent of the holders of any class of shares where such consent is necessary) or
with such deferred rights as compared with any other share previously issued or
then about to be issued or without any right of voting and generally on such terms
as the Company may from time to time by ordinary resolution determine.

12. Subject to the provisions of Section 154 of the Act, preference shares may be
issued on the terms that they are, or at the option of the Company are to be liable
to be redeemed on such terms and in such manner as the Company may be special
resolution prescribe

SHARE CERTIFICATE

13. The certificates of title to shares shall be issued of the Company and signed by two
Directors including the Managing Director or any other Director. Every member shall
be entitled, free of charge, to one certificate for all the shares registered in his
name, if any member shall require additional certificate, he shall pay for each
additional certificate such sum not exceeding Taka ten (Tk. 10/-) as the Directors
shall determine.
Provided that in case of a share and shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate thereof and delivery
of a certificate for a share to one of several joint holders shall be sufficient delivery
to all. Every certificate of share shall specify the number and denoting numbers of
the shares in respect of which it was issued and the amount paid upon thereon.

FORFEITURE, SURRENDER AND LIEN

14. The Company shall have a lien on every share (not being a fully-paid share) for all
moneys (whether presently payable or not) called or payable at a fixed time in
respect of that share, and the company shall also have a lien on all shares (other
than fully-paid shares) standing registered in the name of a single person, for all
moneys presently payable by him or his estate to the company; but the directors
may at any time declare any share to be wholly or in part exempt from the
provisions of this clause. The company¿s lien, if any, on a share shall extend to all
dividends payable thereon.

TRANSFER AND TRANSMISSION OF SHARES

15. Subject to the provisions of Section 38(3) and (6) of the Act no transfer of shares
shall be registered unless a proper instrument of transfer duly stamped and
executed by or on behalf of the transferee has been delivered to the Company
together with the certificate or if no certificate is in existence that letter of
allotment of the shares. The instrument of transfer of any share shall specify the
name and address both of the transferor and of the transferee and the transferor
shall be deemed to remain the member in respect of such share until name of the
transferee is entered into the Register in respect thereof. Each signature to such
transfer shall be duly attested by the signature of on credible witness who shall add
his address and occupation.

16. Application for registration of the transfer of a shares may be made either by the
transferor or the transferee provided that, where such application is made by the
transferor no register shall, in the case of a partly paid shares be effected unless
the Company gives notice to the transferee in the manner prescribed by Section
38(2) of the Act, and subject to the provisions of these within two weeks from the
date of receipt of the notice entered in the Register the name of the transferee in
same manner and subject to the same conditions as if the application for

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 registration of the transfer was made by the transferee.

17. The instrument of transfer of any share be in writing in the usual common form in
the following form or as near thereto as circumstances will admit:
I, ___________ of ________(address and occupation) in consideration of the sum
Taka ________________ paid to me by __________ of ________ (address and
occupation), hereinafter called ¿the transferee¿ do hereby transfer to the said
transferee _______of ______ shares or shares numbered from _____ to _____
inclusive in the undertaking called ¿Perfect Manufacturing and Marketing limited¿ to
hold up to the transferee, his executor, administrator and assign, subject to the
several conditions on which I held the same immediately before the execution
hereof, and I, the said transferee do hereby agree to take the said share or shares
subject to the conditions aforesaid.
As witness our hands the ______ day of __________.
Witnesses:
____________________
Signature of Transferor
____________________
Signature of Transferee

18. No transfer shall be made to an infant or persons of unsound mind but transfer can
be made to anybody corporate. Every instrument of transfer shall be left at the
registered office of the Company for registration accompanied by the certificate of
the shares to be transferred of his right to transfer the share and upon payment of
the proper fee, the transferee shall (subject to the Directors right to decline to
register as hereinafter mentioned) be registered as a member in respect of such
shares. The Directors may waive the production of any certificate upon evidence
satisfactory to them of its loss or destruction or otherwise.

INCREASE OF SHARE CAPITAL

19. The Company in general meeting may from time to time by ordinary resolution
increase its Capital by such sum to be divided into shares of such amounts as the
resolution shall prescribe. The new shares may be issued upon terms and conditions
and with such rights and privileges annexed thereto as the resolution creating the
same shall direct, if no direction be given, as the Directors shall determine, and in
particular such shares may, subject to any special issued with preferred, deferred or
other special rights, or such restrictions, whether in regard to dividend, return to
capital, voting or otherwise as may from time to time be determined.

20. Subject to any direction to the contrary that may be given by the meeting that
sanctions the increase of capital, all new shares shall be offered to the members in
proportion to the existing shares held by them and such offer shall be made by
notice specifying the number of shares, to which the numbers is entitled, and
limiting a time within which the offer, if not accepted, will be deemed to be declined
and after the expiration so such time or on receipt of an intimation from the member
to whom such notice is given, that he declines to accept the shares offered, the
Directors may dispose of the same in such manner, as they think most beneficial to
the Company.

21. The Directors may, with the sanction of the Company in general meeting increase
the share capital by such sum to be divided into shares of such amount, as the

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 resolution shall prescribe. The Company may be special resolution, reduce its shares
capital in any manner and with, and subject to any incident authorized and consent
required by law.

BORROWING POWERS

22. The Directors may from time to time raise or borrow from any persons, bank or
financial institution and may themselves lend, any sum or sums of money for the
purposes of Company. The Directors may secure the payment of the money in such
manner and upon such terms and conditions in all respect as they think fit and in
particular by issue of debentures or debenture stock or bonds of the Company
charged upon all its properties as deemed justified or by making, drawing, accepting
or endorsing on behalf of the Company any promissory notes, or bills of exchange or
giving or issuing any other security of the Company or by mortgage or charge of all
or any part of the property of the Company capital both present and future,
including its uncalled capital for the time being and the directors may on behalf of
the Company guarantee the whole or any part loans or debts incurred by the
Company.

STATUTORY MEETING

23. The statutory meeting of the Company shall as be required by section 83 of the Act
be held at such time not being less than one month not more than six months from
the date at which the Company shall be entitled to commence business and at such
place as the Directors may determine and the Directors shall comply with the other
requirements of that Section including that required for the report to be submitted
and otherwise.

GENERAL MEETING

24. The first General Meeting shall be held within eighteen months from the date of
incorporation of the Company and thereafter a general meeting shall be held one at
least in every calendar year at such time not being more than fifteen months after
the holding of the last preceding General Meeting and such place as may be
determined by the Directors.

25. The General Meeting referred to in the last preceding Article shall be called Ordinary
General Meeting all other meetings of the Company shall be called Extraordinary
General Meeting. The directory may at any time call an extra ordinary general
meeting and extra ordinary general meeting may also be called by the shareholder
on requisition in accordance with the provisions of section 84 of the companies Act.
1994.

PROCEEDING AT GENERAL MEETING

26. Subject to the provision of sub-section (2) of section 87 of the Companies Act,
1994, relating to special resolution, 21 (Twenty one) day¿s notice at least
(exclusive of the day on which the notice is served or deemed to be served but
inclusive of the day for which notice is given) specifying the place, the day and the
hour of the meeting and, in case of any special business, the general nature of the
business, shall be given in the manner hereinafter mentioned or in such other
manner, if any, as may be prescribed by the Company in General Meeting to such
persons who are under the Companies Act, 1994 or by the regulations of the
Company, entitled to receive such notice from the Company, but the accidental
omission to give notice to or the non-receipt of notice by any member shall not
invalidate the proceedings at a General Meeting.

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 27. The business of an Ordinary General Meeting shall to be receive and consider the
Profit and Loss Account, the Balance Sheet and the Reports of the Directors and of
the Auditors, to elect Directors in place of those any other business, which under
these Articles and under the Act ought to be transacted at on Ordinary General
Meeting.

28. The Chairman of the Board of Directors shall preside over such meetings if he
refuses or is unable to preside for any reason, then any other Director may be
elected to preside over such meetings. If within half an hour from the time
appointed for the meeting a quorum be not present, the meeting if convened upon
such requisition as aforesaid shall be dissolved but any other case it shall stand
adjourned to the same day in the next week at the same time and place, and if at
such adjourned meeting a quorum be not present and not being less than two shall
be quorum and may transact the business for which the meeting was called.

QUORUM (AGM)

29. 2 (Two) members personally present in person, or in virtual platform, or in online

platform, or in any digital platform shall be the quorum of the General Meeting. No
business shall be transacted at any General Meeting unless a quorum of members is
present at the time when the meeting proceeds to business.

VOTE OF MEMBERS

30. On a show of hands every member present in person shall have one vote and upon
every member present in person or by proxy of attorney shall have one vote for
every share held by him. On a poll, votes may be given either personally or by
attorney or by representative with a letter of authorization.

31. The instrument appointing a proxy shall be in writing under the hand of the appoint
or his Attorney duly authorized in writing or if such appoint is a corporation or under
the hand of its attorney. A proxy who is appointed for a specified meting only shall
be called a Special Proxy. Any other proxy shall be called a General Proxy. No person
shall be appointed a Special Proxy who is not a member of the Company and
qualified to vote.

32. Perfect manufacturing and marketing limited.

I, _________ of _______in the district of ________being a member of Perfect
manufacturing and marketing limited hereby appoint ____Address __________ as
my proxy to attend and vote for me, and on my behalf at the ordinary/ Extra-
ordinary General Meeting of the Company to be held on the _________ day of
_____________ and at any adjournment thereof.

(Signature with date)

Provided that an instrument appointing a proxy may be in the form set out in
Regulation 68 of Schedule-1.

QUALIFICATION SHARES

33. The qualification of a Director shall be the holding of at least 1000 ordinary shares
valued taka 10,000/= (Tk. Ten thousand) in the capital of the Company in his own
name except in the case of nominee director.

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 POWER OF DIRECTORS

34. 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 an addition to the Board by Co-option so that the total number of
Directors shall not be any time exceed the maximum number of Directors fixed by
the Company. The management of the business of the Company shall be in the
hands of the Board of Directors who may pay such expenses of any preliminary and
incidental to the promotion, establishment and registration of the Company and do
such acts as may be exercised and done by the Company as are not forbidden by
the states or by this Articles required to be exercised or done by the Company in
general meeting, subject nevertheless, to any regulation to be inconsistent with the
aforesaid regulations or provisions as may be prescribed by the Company in General
Meetings, which shall be valid and effectual.

35. The office of a Directors shall ipso facto, be valued it:

a) he falls to obtain within the time specified in subsection (1) of Section 97 of the
Act or at any time thereafter to hold the share qualification, if any, necessary for
his appointment; or
b) he is found to be unsound mind by a Court of competent jurisdiction: or
c) he is adjudged insolvent; or
d) he falls to pay calls made on him in respect of shares held by him within three
months from the date of which such calls were made; or

36. The office of a Directors shall ipso facto, be valued it:

a) he falls to obtain within the time specified in subsection (1) of Section 97 of the
Act or at any time thereafter to hold the share qualification, if any, necessary for
his appointment; or
b) he is found to be unsound mind by a Court of competent jurisdiction: or
c) he is adjudged insolvent; or
d) he falls to pay calls made on him in respect of shares held by him within three
months from the date of which such calls were made; or

DIRECTORS

37. Unless Otherwise determined by the company in general meeting the number of
directors shall not be less than 2( Two ) and not more than 50( Fifty ).The
following persons shall be the first directors of the company unless anyone of them
voluntarily resigns the said office or otherwise removed therefrom under the
provisions of section 108(1) of the companies Act, 1994.

1. ANOWAR HOSSAIN
2. SHAHADAT HOSSAIN

CHAIRMAN

38. ANOWAR HOSSAIN shall be the first Chairman of the Company and shall hold, and
occupy this position for a period of 5 (five) years unless he/she voluntarily resigns
from the same in writing or disqualified under the provisions of section 108 (1) of the
companies Act. 1994. He will be presided over all the meeting of the Board of
Directors as well as General Meeting or Extra-ordinary general meeting.

39. The Chairman shall be the Chief Executive of the Company. Chairman and Managing

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 Director and other Directors jointly the following powers of the Company to exercise
powers of the Board of Directors (except powers detailed hereunder) when he may
not be in a reasonable position to convene a Board meeting to consult the
Directors:
a) Power to allot shares and make a call or to forfeit shares or to accept surrender
thereof;
b) Power to authorized operation of accounts of the Company with Bank or any local
authority;
c) Power to abandon proceedings and give up claims or to admit claims or to
compromise and refer to arbitrations the disputes in which the company may be
directly/indirectly interested;
d) Power to invest the funds of the company not immediately required for the
purpose of the company;

40. e) Power to frame, amend, alter, cancel and repeal the bye-laws and regulations for
regulating the procedure and reviews, revisions, appeals, leaves, dismissals,
appointment etc and;

f) Such powers which the Board of Directors may at any time forbid the Chairman to
exercise. Provided that whenever the Chairman of the Board of Directors acts under
this article, he shall act and deeds ratified and confirmed by the Board of Directors
in the next following meetings of the Board. The decision of the Chairman of the
Board contemplate under this article shall be valid subject to the confirmation by
the Board. In case the Board does not confirm and ratify and such acts and deeds
of the Chairman, then in such a case the arrangements of the interim period shall be
deemed to be valid and binding on the Company.

MANAGING DIRECTOR

41. SHAHADAT HOSSAIN shall be the first Managing Director of the Company and hold,
office as such for a period of 5 (five) years from the date of Incorporation unless
he/she voluntarily resigns from the same in writing or disqualified under the
provisions of section 108 (1) of the companies Act. 1994.The period is renewable by
the shareholders from time to time. Subject to the control and supervision of the
Board of Director the business and affairs to the Company shall be managed by the
Managing Director.

42. Subject to the supervision and control of the Directors the day-to-day business and
affairs of the Company shall be managed by the Managing Director who shall also be
the Chief Executive of the Company. The Managing Director subject to approval of
the Board may delegate all of any of the power to such other Directors. Secretaries,
Managers, Agents or other persons and at any time cease such delegation of power
as he may think fit. In the event of death, retirement or removal of the Managing
Director, the Board of Directors, shall appoint the next Managing Director and his
remuneration, powers and duties shall be governed as per these presents so far
these relate to the Managing Director.

43. The Managing Director of the Company is hereby appointed the attorney of
Company as herein after expressed, that is to say subject to supervision of the
Board of Directors, he shall have, among others, following powers:
a. To manage all concerns and affairs of the Company to appoint and employ,
officers, organizers, workmen, day laborers for the purpose of the Company and to
remove or dismiss them and appoint others in their places and to pay and allow to

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 the persons to be employed as aforesaid such salary, wages or other remunerations
as they may be deemed fit and proper.
b. To borrow or raise any sums of money by loan, on hypothecation and on such
terms and conditions as may be deemed fit and proper with the prior sanction of the
Board of Directors.
c. To take necessary and effective steps for the recovery of any money debts,
dues, rents, damages, compensations due to the Company.

44. d. To purchase or otherwise acquire for the Company any property, rights or
privileges as the Company is authorized to acquire at such price and generally on
such terms and conditions as he thinks fit.
e. To establish branch offices and agencies in any part of Bangladesh or outside.
f. To open any Bank account or accounts in the name of the Company with any
Bank or Banks and to operate upon the same and to borrow money for the purpose
of the Company with or without security, with the prior approval of the Board of
Directors.
g. To sign cheque within the limits prescribed by the Board, drafts, certificate,
bonds and documents for and on behalf of Company either single or jointly with
other persons.

45. h. To settle, compound, submit to arbitration and compromise and to withdraw all
actions, accounts, claims, demands whatsoever arising in any legal proceedings or
not.
i. To invest funds of the Company or to dispose of the same on behalf of the
Company as may be decided by the Board of Directors.
j. To give donation and subscription for any charitable or benevolent objects.
k. To sign and verify plants, written statement, applications, compromise,
vokalatnama authorizing legal practitioners to act on behalf of the Company in all
Courts, Civil, Criminal or revenue and generally to do all other acts and things in
connection with the day-to-day administration of the business and affairs of the
Company.
l. To delegate his power and authorities to any Director and/or Officer of the
Company.

QUORUM (Board Meeting)

46. 2 (Two) The Board of Directors may meet for the dispatch of business, adjourn and
otherwise regulate their meetings as the Board may think fit and may determine the
quorum necessary for the transaction of business. Until otherwise fixed the quorum
shall be two (2) Directors present in person, or in virtual platform, or in online
platform, or in any digital platform.

PROCEEDING OF DIRECTORS

47. The Directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings and proceedings as they thing fit. The quorum of
the Directors meeting shall consist of at least three Directors present in person. If
all the Directors except one are disqualified from voting the matter shall be decided
in the general meeting.
(i) The Directors may at any time and shall upon the request of a Director, convene
a meeting of Directors. Questions arising at any meeting shall be decided by a
majority of votes and in case of an equality of votes, the Chairman shall have a
second or casting vote.

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 (ii) Generally, seven (7) days written notice shall be given for meetings of the
Directors. In case of emergency a meeting may be held on four (1) days notice.
However, a meeting may be held on a shorter notice provided all Directors agree.

BANK ACCOUNT

48. The Company shall open Bank Account(s) in any schedule Bank in Bangladesh, or
any Foreign Bank in Bangladesh and shall operate under joint signature of Managing
Director and any one Director or any other person/ Persons/ official(s) as authorized
by the Board of Directors or as per resolution of the Board from time to time.

ACCOUNTS AND AUDIT

49. 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 which the receipt and expenditure takes place;
b. all sales and purchases of goods by the Company; and
c. all assets and liabilities of the Company.

50. The books of accounts shall be kept at Registered Office or at such other place as
the Directors think fit and shall be open to inspection by the Directors during
business hours. An Auditor shall be appointed and his or their duties regulated in
accordance with section 210 to 213 of the Companies act 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.

51. The Directors shall in all respects comply with the provisions of Section 181 to 191
to the Act, or any statutory modifications thereof for the time being in force. Once
at least in every year the accounts of the Company shall be examined and the
correctness of the profit and loss accounts and Balance sheet ascertained by one
or more Auditor appointed for the purpose and the provisions of Sections 210 and
213 of the Company Act, 1994 shall be observed. The first Auditors shall be
appointed by the Board of Directors.

ADVISOR

52. The Board of Directors may from time to the appoint Legal Advisors of the Company
on such terms and remuneration as mutually agreed upon.

ANNUAL RETURNS

53. The Company shall comply with the provision of Section 36 of the Companies Act,
1994 as the making of annual returns.

NOTICE

54. When a notice is sent by post the service of the notice shall be deemed to have
been affected by properly addressing, prepaying and posting the letter containing
the notice, unless contrary is proved to have been affected at the time at which
the notice would be delivered in the ordinary course of post. 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, circulating in
the neighborhood of the registered office of the Company. Any notice to be given
by the Company to any member, may be signed, written or printed.

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 DIVIDEND AND RESERVE

55. The Company in General Meeting may declare dividends but no dividend shall credit
as paid up on their respective shares or the members in the capital of the Company
at the date to declaration of the dividend after creation of reserve as they think it.
No dividend shall be payable except out of the profits of the Company of the year or
any other undistributed profits and no dividend shall carry interest as against the
company. The Board of Directors shall have absolute discretion as to the
employment of the reserves created out of the net profit of the company and in
declaring fully paid bonus share out of profits. The Board of Directors may from time
to time pay to the members such interim dividends as appear to the directors to
justified by the profits of the Company.

CAPITALIZATION OF THE RESERVE

56. Any General Meeting may upon the recommendation of the Directors resolve that
any sum or sums representing the whole or any part of the profits of the company
for the time being undistributed standing at the credit of its accounts or any sum or
sums standing at the credit of any Reserve Account, including any capital Reserve
Account or any sum or sums at any time received as premiums upon the issue of
any shares, debentures or debenture stock of the Company or any amount or
amounts arising by reason of any sale or other disposition of any evaluation of
assets of the Company be capitalized and distributed amongst such of the
shareholders as would be entitled to receive the same if distributed by way of
dividend on the shares and in the same proportions on the footing that they become
entitled thereto as capital and that such capitalized fund be applied on behalf of
such shareholders in paying up in full any unissued shares, debentures or debenture
stock of the Company which shall be

SECRECY

57. Every Director, the Secretary, Manager, Auditor, Trustee, Member of a Committee,
Officer, Servant, Agent, Accountant or other person employed in the business of
the Company shall if so required by the Directors before entering upon his duties,
sign a declaration pledging himself strict secrecy respecting all transactions of the
Company with its customers and the state of account with individuals and in
matters relating thereto and shall by any meeting or by a court of Law and except
when required which may come to his knowledge in the discharge of his duties
except as far as may be necessary in order to comply, with any of the provision in
these Articles.

58. No member or other person (not being a Directors) shall be entitled to enter the
property of the Company or to inspect or examine the Company¿s premises or
property of the Company without the permission of the Managing Director or
Directors of the Company for the time being or to require discovery of any matter
which is or may be in the nature of a trade, secret, mystery of trade or secret
process of any matter whatsoever which may relate to the conduct of the business
of the Company and which may in the opinion of the Directors the will be
inexpedient in the interest of the members of the Company to communicate.

INDEMNITY

59. Subject to the provisions of section 102 of the Act, no Director, Managing Director,
Secretary, Manager, Auditor or other Officer of the Company shall be liable for the
act, receipt, neglect or default of any other Director or Officer or for joining in any
receipt of or other act or conformity or for any loss or expenses happening to the
Company through or by order of the Director for or on behalf of the Company or for
the insufficiency or deficiency of any security in or upon which any of the moneys
of the Company shall be invested or any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person with whom any money, securities or
effects, shall be deposited or for any loss occasioned by an error of judgment,

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 omission, default or oversight on his part or for any other loss, damage or misfortune
whatever which shall happen in the execution of the duties of his office or in
relation thereto, unless the same happened through the willful default and neglect o

ARBITRATION

60. Whenever any difference arises between the Company on the one hand and any of
the members on the other hand touching the true intent, incidence or consequences
of these presents or to any statutes affecting the Company or to any of the affairs
of the Company. Every such difference shall be referred under the Arbitration Act
2001, to the decision of two arbitrators, one to be appointed by each party in
difference or to an Umpire to be appointed by the two arbitrators whose decision
shall be binding on the parties in difference.

WINDING UP

61. If the Company shall be wound up, and if the assets available for distribution among
the members as such shall be insufficient to repay the whole of the paid-up capital
such assets shall be distributed so that as nearly as may be losses shall bear by the
members in proportion to the capital paid up or which ought or have paid up at the
commencement of the winding up, on the number of shares held by them
respectively. And if on a winding up, the excess shall be distributed amongst the
member in proportion to the capital paid up or which ought to have been paid-up at
the commencement of winding up, on shares held by them respectively. But this
Article is to be without prejudice to the rights of the holders of the share issued on
special Terms and conditions.

62. If the Company shall be wound up, whether voluntarily or otherwise the liquidators
may with the sanction of an extraordinary resolution divide among the members in
specific or kind any part of assets of the Company, and may with the like sanction
vest any part of the assets of the Company in trustees upon such trusts for the
benefit of the members or any of them as the Liquidators with the like sanction shall
think fit. In case of liquidation of the Company, the surplus assets after deduction
of debts shall be distributed to the then members in proportion to their respective
holdings.

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

SL Name Position No. of Signature

No. Shares of
Taken subscribers
1 Name : ANOWAR HOSSAIN Chairman 50000
Father's Name : Babul Miah ( Fifty sd/-
Mother's Name : Anowara Begum Thousand
Address : Matuail, Muslim Nagar, Demra, , Dhaka shares)
Date of Birth : 08-MAR-84
E-mail : anwar.mah95@gmail.com
Phone : 01400897010
TIN : 218248933392
NID/Passport No. : 7337951508
Nationality : Bangladeshi
2 Name : SHAHADAT HOSSAIN Managing 50000
Father's Name : Amir Hossain Director ( Fifty sd/-
Mother's Name : Shetu Begam Thousand
Address : Flat: H-7, Dream House-5, New Town shares)
R/A, Road: 10, Haji Badsha Mia Road, Matuail,
Demra, Dhaka
Date of Birth : 01-APR-85
E-mail : kazishahadat1985bd@gmail.com
Phone : 01855946200
TIN : 630698464541
NID/Passport No. : 2838782874
Nationality : Bangladeshi

Witness 1 Witness 2

Name : MUHAMMAD NAYEEM HOSSAIN KHA Name : Md. Abu Musa

Address: 46/A, PuranaPaltan (3rd Address: 46/A, PuranaPaltan (3rd Floor),Dhaka-

Floor),Dhaka-1000 1000
Phone : 01911102660 01911614796
Phone :
NID : 657958211596 NID : 1914023240014

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