THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

SINCO SPINNING & TEXTILES LTD.

 The Companies Act, 1994
(Act XVIII of 1994)
A Private Company Limited by Shares
Memorandum of Association
Of
SINCO SPINNING & TEXTILES LTD.

I. The name of Company is SINCO SPINNING & TEXTILES LTD.

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 :

OBJECTIVES

1. To carry on the business of real estate, housing and apartment and to do and
carry on the business of buyer, seller of flats, apartment, buildings rooms, huts
and to undertake construction of super market, shopping centre, shopping
complex, community centers. And to arrange for sale or let out of those to general
public or to hold it for their management.

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

sell and dispose of the said buildings and apartments and business of builder,
engineers, architects and contractors and to build townships, gardens, markets,
housing estates or other buildings or conveniences, drainage facilities, utility
services electricity, water supply, sewerage installations and to deal with the same
in any manner.

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

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

4. To develop and run to account any land acquired by the company or in which the
company is interested and particular by laying out and preparing the same for
building purpose, construction, altering and pulling down, decorating maintaining,
furnishing and fitting up and fitting up and improving buildings and by planting,
paying, drawing, forming, cultivation, letting on building, lease or building
agreement and by advancing money to and entering into contacts arrangements
of all kinds with builders, tenants and others.

5. To act as CONSULTING ENGINEERS, architects, planner, surveyors & demographic

surveyors, estimators, valuers, designer and supervisors.
6. To carry on the business of constructors/builders, erects, engineers, structural and
architecture designers, contractors, civil, mechanical, electrical, chemical and
metallurgical, electronic, telecommunication, bio-medical, computer engineers and
consultants under taking to execute, contracts, to design, plan, build, fabricate,
maintain, develop, improve work, control and manage any buildings, road, bridges,
railways, tramways, waterways, dockyards, sea ports, air ports, gas works,
reservoirs electric power station, power sub-station, power transmission &
distribution, heating, ventilation, air conditioning (HVAC) and light supply works,
telecommunication works, stores and other like works and to contribute or
otherwise assist or take part in the construction, maintenance development,
working and management thereof.

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

fabrication of 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.

8. To act as consultant, technical adviser and promoters and to formulate business

and industrial schemes and to advice promote provide technical and expert
guidance to all types of business and industrial concerns in Bangladesh and in any
part of the world.

9. To erect, construct, enlarge and maintain buildings and structures, auditorium,

theatre, cinema, music studio, plants and machineries, mills and factories of every
kind necessary or convenient for the company's business.

10. To erect build and establish storage and warehouse, sheds and other buildings
incidental there to.

11. To construct, repair, demolish and to re-erect bridges, aqueducts, wharves or

other structures of whatsoever kind, to big canals excavate and construct tanks,
aquatic appliances, platforms, port.

12. To carry on the business of allotments, sale or lease housing plots or flats to any
person, organizations or company.

13. To invest money in the purchase of the shares or debentures of any other
company or companies.

14. To pay or any costs, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the company.

15. To purchase or otherwise acquire and undertake all or any part of the business
property and liabilities of any business which the company is authorized to carry
on, pr possessed of property suitable for the purpose of the company.
16. To distribute any of the company's property among the members in specie.

17. To deposit and deep deposited the funds of the company in such banks as the
company may think fit.

18. To mortgage the property and assets of the company as security for loans and or
any credit facilities to be arranged for any associate company or companies or
third party and also to give guarantee securing liabilities or such associate
company or companies and/or third party.

19. To carry on the business of construction of R.C.0 overhead tanks, underground

reservoirs, driving of R.C.0 piles, friction piles, cast in situ piles, wooden piles, sand
piles, steel sheet piling and all kind of piling works and electric &
telecommunication steel tower works.

20. To establish, maintain and carry on business of agriculture farming, poultry

farming, dairy farming, shrimp culture, pc-culture, sericulture, horticulture and
picnic corner and tourist center and to set up and install cold storage and ice plant
for the preservation of potato, fruits, vegetable, fish, meat and other foodstuff and
export & import of them to from foreign countries.

21. To establish, run and manage poultry hatchery, poultry firm, poultry breeder firm,
poultry process industry, poultry feed mills and to do business as producer, duger,
seller, importer, exporter and trader of all kinds of poultry product birds, eggs,
cheeks, etc.

22. To import all sorts of machinery equipments necessary for establishment and
maintenance of modern poultry hatchery and poultry poultry finery,

23. To setup, establish and run oli-mills, refinery, rice mills, flower mills, factories and
plants for production of oil, butter oil, ghee, milk powder, condenses milk,
pasteurized mil and all kinds of food products and allied products and to carry
out. business as manufacturer, refiner, preserver of oil, vegetables, fruits, fish,
meat, wheat, rice, milk, butter, sugar, honey and their joint products and by
products.

24. To manufacture, import and export of all kinds of bathroom fittings, sanitary item,
electrical goods & equipment, lift, generator, substation, building, materials, tiles,
door lock, door chain, door etc.

25. To manufacture brick, hollow block and other building materials.

26. To setup established and run garments industries, knitting industries, hosiery mills
and to produce and carrying on business of manufacturers, exporters, importers,
dealers, sellers, buyers, stockiest, whole sellers, retailer and agents of garments
and ready made garments products knitting wear, shirt, trousers, baby dresses,
pant of all kinds, sports dress, women dress and other garments item and fabrics
of all kinds and descriptions.
27. To manufacture, import and assemble of all kinds of refrigerating or cooling
materials like air cooler, air conditioner, freeze, feeding, plant and all kinds of fan
and also warming utensils, like room heater, waster and allied products.

28. To manufacture import and assemble of agricultural equipments like tractor, power
tiller, power pump all kinds of tube-well etc.
29. To manufacture, import and assemble of TV, CD, VCD, DVD satellite receiver,
telecommunication equipments, all types of camera, spectacles, all types of watch
or clocks, calculator, motorcycle, bi-cycles, different types of computers, washing
machines, furniture, sewing machine, blander, toaster etc.

30. To establish or promote or concur in establishing or promoting any other company

whole objects shall include the acquisition and taking over of all or any part of the
assets or liabilities of the company or shall be in any manner calculated to
enhance. Whether directly or indirectly the interests of the company and to
acquire and hold shares, stock or securities of or guarantee or procure
subscriptions for the shares or securities of any such company.

31. To manufacture, import and assemble of plant, machinery, equipment, vehicles,

ships, all kinds of transport, chemicals, medical and scientific apparatus and
spares and accessories etc.

32. The liability of the members of the company is limited by share.

IV. The liability of the members of the company is limited by share.

V. The Authorized share capital of the company is Tk. 10,00,00,000.00 (Ten

Core) only divided into 10,00,000 (Ten Lac) ordinary shares of Tk. 100.00
(One Hundred) each. The company shall have with power to increase or reduce
the capital of the company for the time being into several classes of shares and to
attach there to respectively such privileges and conditions in such manner as may
for the time being be provided by the regulations of the company under statutory
provisions in force.
We, the several persons whose names and addresses are subscribed hereunder are desirous of being
of being formed to a company in pursuance to 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 :
Number of Signature of
Name, Addresses, Descriptions and
Sl. Shares of the
Nationality of the Subscribers.
No. Position Subscribers Subscribers

01. Mrs. Tohura Tafhim

W/O: Md. Anoarul Islam Raju
M/N: Mrs. Manwara Maksud
Address: House-11, East Meraul Gulshan, 30,000
Badda, Dhaka-1212. Chairman (Thirty Thousand)
Date of Birth: 06-08-1978
TIN No: 154107731212 Shares
NID No: 19781523152612512
Cell : 01684120152
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
02. Md. Khayrul Islam
S/O: Md Osman ALi
M/N: Mst Rahima Khatun
Address: Dom-Inno Rio Arriva, Flat No.
G-4, House- 18, Road- 6, Gulshan- 1 Managing Director 30,000
Gulshan, Dhaka- 1212 (Thirty Thousand)
Date of Birth: 24-11-1988 Shares
TIN No: 271145625036
NID No: 19887612277912441
Cell : 01764641766
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
03. Md Zulhaque Kabir
S/O: Md Abul Kashem
M/N: Zubada Khatun
Address: House- 153/Kha, East Raza
Bazar, Tejgaon, Dhaka- 1215 Director 15,000
Date of Birth: 11-12-1982 (Fifteen Thousand)
TIN No: 158663014811 Shares
NID No: 4177315134
Cell : 01739973412
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
04. Md Raduan Mia
S.O: Shohid Mia
M/N: Rasheda Begum
Address: 75/3, Siddeswari Circular Road,
Ramna, Dhaka- 1217 Director 15,000
Date of Birth: 10-06-1999 (Fifteen Thousand)
TIN No: 213104262251 Shares
NID No: 19994811171006643
Cell : 01711229093
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
05. K M Zahaid Hassan
S.O: Md Kasham Ali
M/N: Moherjan Ali
Address: 46/2, Siddheswari Circular
Road, Shantinagar, Dhaka Director 15,000
Date of Birth: 25-06-1981 (Fifteen Thousand)
TIN No: 245562601259 Shares
NID No: 1928770658
Cell : 01740472555
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
06. Sultan Mahmud
S.O: Late. Khonokar Abdul Zabbar
M/N: Mrs. Mazeda Begum
Address: West Shewrapara, Mirpur, 15,000
Dhaka (Fifteen Thousand)
Date of Birth: 03-09-1972 Shares
TIN No: 087106735020 Director
NID No: 19721521524521321
Cell : 01711526326
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
07. Syed Nazmul Islam
S.O: Late. Alhaj Ershad Hossain
M/N: Late. Mrs. Kamrunnessa
Address: Vill-Routh Bhag, P.O-Kowdia, 15,000
P.S-Beani Bazar, Shylet (Fifteen Thousand)
Date of Birth: 10-08-1954 Shares
TIN No: 312107498944 Director
NID No: 19541523645152632
Cell : 01913726123
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
Total : 1,20,000/- (One Lac Twenty
Thousand) Shares

Witness 2:
Witness 1:

Lokman Ahmed
Name : Aftab Hossain Name :
Company Consultant
Company Consultant
78 Outer Circular Road, Bara 78 Outer Circular Road, Bara
Address : Address :
Moghbazar, Dhaka-1217 Moghbazar, Dhaka-1217
Phone : 01712298456 Phone : 01818152623
 The Companies Act, 1994
(Act XVIII of 1994)
A Private Company Limited by Shares
Articles of Association

Of
SINCO SPINNING & TEXTILES LTD.
PRELIMINARY

1. The regulations contained in the schedule-1 to the companies act, 1994, shall
apply to the company with respect to such provisions as are applicable to private
limited companies in so far only as are not negative or modified by or are not
contained in the following articles or any other articles that may, from time to
time, be framed by the company.

INTERPRETATION OF ARTICLES

2. In construing of these articles unless there shall be something repugnant in the

subject or context inconsistent there with :
a) "Act" means the Companies Act, XVIII of 1994.
b) "Company" means the ABACUS DEVELOPER
c) "Office" means the registered office of the company for the time being.
d) "Year" means the English calendar year as followed by the company.
e) "Month" means the calendar month according to the English calendar year.
f) "Directors" means the member of the Board of Directors of the company for the
time being.
g) "The Board" or "Board of Directors" .means the Board of Directors of the company
for the time being
h) "The Chairman" means the Chairman of the company for the time being.
i) "The Managing Director" means the Managing Director of the company for the
time being.
j) "The Register" means the register of Joint Stock Company & farms of Bangladesh.
k) "Register" means the register of the members to be dept in pursuance of the
company act.
l) "Dividend" means the dividend declare yearly or time to time including cash,
bonus, and stock.
m) “Ltd” means Limited.
n) “Special Resolution” and “Extraordinary Resolution” respectively shall bear the
meanings assigned there to by the companies act, 1994.
o) "The Seal" means the company's common seal.
p) "Proxy" includes attorney duly constituted under a power of attorney.
q) Word importing the singular number only includes the plural number and vice
verse.
r) "In writing" means writing or printed, partly written and partly printed and includes
lithography, type, printed and other means representing words in a visible form.

PRIVATE COMPANY

3. The company is a private company within the meaning of section 2(1) under
clause (a) of the companies act, 1994 and accordingly the following shall apply.

i. No invitation shall be issued to the public to subscribe for any share, debenture of
the company.
ii. The number of members of the company (exclusive of the persons in the
employment of the company) shall be limited to fifty.
iii. The right to the transfer of the shares of the company shall be restricted in the
manner and to the extent hereinafter provided.

COMMENCEMENT OF BUSINESS

4. The business of the company shall be commenced from the date of incorporation
of the company.

SHARE

5. i) The authorized share capital of company is Tk. 10,00,00,000.00 (Ten Core)

divided into 10,00,000 (Ten Lac) ordinary shares of Tk. 100.00 (One
Hundred) each, with power to increase or decrease the share capital.
ii) The directors may, with the sanction of the company in a general meeting,
increase the share capital of the company by such sum to be divided into share
of such amounts as the resolution in the said meeting prescribe.
iii) The new share may be issued on such terms and conditions and with such
rights and privileges as the directors determine.

iv) The company may, by special resolution, reduce its share capital in any manner
subject to the provisions of the companies act, 1994.

v) The share of the Company shall be under the control of the directors who may
allot or otherwise dispose of the same to such persons and on such terms and
conditions and at such times as the directors thinks fit and give to any person
the call on any shares either at par or at a premium for such and think fit.

vi) The share capital of the company for the time being whether original or
increased, may be divided into several classes, with any preferential, deferred,
qualified or special rights, privileges and conditions attached thereto different
classes of shares may again be reclassified or consolidated or abolished al
together.
 vii) Shares may be registered in the name of any person or persons, limited
company or other corporate body. Not more than two persons shall be
registered as joint holders of any share.

viii) Every person whose name is entered as a member in the register of the
members shall, without payment, be entitled to a certificate under the common
seal of the company specifying the share or shares held by him and the amount
paid up thereon. Provided that, in respect of a share or shares held jointly be
several persons, the company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share to one of several joint holders
shall be sufficient delivery to all.

ix) If a share certificate is defaced, lost or destroyed, it may be reissued on

payment of such fee, if any and on such terms, if any, as to evidence and
indemnity as the directors think fit.

x) Except to the extent allowed by section 58 of the companies act, 1994, no part
of the funds of the company- shall be employed in the purchase of, or in loans
upon the security of, the company's shares.

LIEN

6. i) The company shall have a lien on every share (not being a full-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 full-paid shares) standing registered in file 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.

ii) The company may sell, in such manner as the directors thinks fit any shares on
which the company has a lien, but no sale shall be made unless some sum in
respect of which the lien exists is presently payable, nor until the expiration of
fourteen days after a notice in writing, stating and demanding payment of such
part of amount in respect of which the lien exists as is presently payable has
been given to the register holder for the time being of the share, or the person
entitled by reason of his death or insolvency to the share.
iii) The proceeds of the sale shall be applied in payment of such (part of the
amount in respect of which the lien exists as is presently payable and the
residue shall (subject to a like lien for sums not presently payable, as existed
upon the shares prior to the sale) be paid to the person entitled to the shares
at the date of the sale. The purchaser shall be registered as the holder of the
 shares, and he shall not be bound to see the application of the purchase
money mot shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.

CALLS ON SHARES

7. i) The directors may from time to time make calls upon the members in respect of
any moneys unpaid on their shares, provided that no call shall exceed one-
fourth of the normal amount of the share, or be payable at less than one month
from the last call and each member shall (subject to receiving at least fourteen
days notice specifying the time or times of payments) pay to the company at
the time or times so specified the amount called on his shares.
ii) The joint-holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
iii) If a sum called in respect of a share is not paid before or on the day appointed
for payment thereof, the person from whom the sum is due shall pay interest
upon the sum at the rate of live percent per annum from the day appointed for
the payment thereof to the time of the actual payment, but the directors shall
be at liberty to waive payment of that interest wholly or in part.

iv) The directors may, if they think fit, receive from any member willing to advance
the same all of part of the money's uncalled and unpaid upon any shares held
by him, and upon all or any of the moneys so advanced may (until the same
would, but for such advance, become presently payable) pay interest at such
rate not exceeding 18% without the sanction of the company in general
meeting.
FORFEITURE OF SHARES
8. i) If a member fails to pay any call or installment of a call on the day appointed for
payment thereof, the directors may, at any time thereafter during such time as
any part of such call or installment remain unpaid, serve a notice on him
requiring payment of so much of the call or installment as is unpaid, together
with any interest which may have accrued.
ii) The notice shall name a further day (not earlier than expiration of fourteen
days, from the date of the notice (no or before which the payment required by
the notice is to be made, and shall state that, in the event of non-payment at
or before the time appointed, the shares in respect of which the call was made
will be liable to be forfeited.

iii) If the requirements of any such notice as aforesaid are not complied with, any
share in respect of which, the notice has been given may at any time thereafter,
before the payment required by the notice has been made, be forfeited by a
resolution of the directors to that effect.
iv) A forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the directors think fit, and at any time before a sale or disposition
the forfeiture may be cancelled on such terms as the directors think fit.
 v) A person whose shares have been forfeited shall cease to be a member in respect
of the forfeited shares, but shall, notwithstanding, remain liable to pay to the
company all moneys which, at the date of forfeiture, were presently payable by
him to the company in respect of the shares, but his liability shall cease if and
when the company received payment in full of the nominal amount of the
shares.

vi) A duly verified declaration in writing that the declaration is a director of the
company, and that a share in the company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share, and that
declaration, and the receipt of the company for the consideration, if
any, given for the share on the sale or disposition thereof, shall be registered as
the holder of the share and shall not be bound to see to the application of the
purchase money (if any), nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.

TRANSFER OR TRANSMISSION OR SHARES

9. Subjects to the prior permission of the Board of Directors any share may be
transferred by a share-holder to his or her children minor or major, or grand
children, wife, husband, daughter-in-law son-in-law, no share shall be transferred
to any person who is not a member of the company as long as any member willing
to purchase the same at the fair value to be determined by the directors at their
discretion. The procedure for ascertaining whether any member is willing to
purchase any share, shall be determined by the directors.

10. The transfer and the transferee shall execute the instrument of transfer of any share
in the company.

11. The directors may, without assigning any reason whatsoever, decline to
register any transfer of shares including transfers to any person who is a member
of the company.

12. The nominee of a deceased holder of a share, if any shall be the only person
recognized by the company as having any title to the share provided the deceased
holder of the share has filed his nomination in the form of a declaration on oath in
writing before Magistrate or any other competent authority in the office of the
company before his death.

13. In the absence of any nominee, the legal representatives of a deceased holder of
shares shall upon such proof of their title as may be required by the directors, be
recognized by the company as having any title to the share and such person as
above shall be registered as share-holders in place of the deceased.

CERTIFICATES

14. i) The certificate of title of shares and duplicate thereof whenever necessary shall
be issued to the members under the seal of the company and shall be signed
 jointly by the managing director and one other director of the company. Joint
holders of shares for the purpose of these articles shall be treated as s single
member and certificate in respect of any such shares shall, unless otherwise
authorized by all the joint holders inviting, be delivered to the person first
named in the register.

ii) If any certificate be lost, destroyed, q new certificate may be issued instead
thereof on such terms and on such indemnity as the board of directors may
deem fit.
ALTERATION OF CAPITAL

15. i) 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 resolution shall prescribe.

ii) Subject to any direction to the contrary that may be given by the resolution
sanctioning the increase of share capital, all new shares shall, before issue, be
offered to such persons as at the date the offer are entitled to receive notices
from the company of general meetings in proportion, as nearly as the
circumstances admit, to the amount of the existing shares to which they are
entitled. The offer shall be made by notice specifying the number of shares,
offered, and limiting a time within which the offer, if not accepted, will be
deemed to be declined, and after the expiration of that time, or on the receipt
of an intimation form the person to whom the offer is made 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. The directors may
likewise so dispose shares which (by reason of the ratio which the new share
held by persons entitled to an offer of new shares) cannot, in the opinion of the
directors, be conveniently offered under this article.

iii) The new shares shall be subject to the same provisions with reference to the
payment of calls, lien, transfer transmission, forfeiture and otherwise as the
shares in the original share capital.
iv) The company may, by ordinary resolution:

a) Consolidate and divide, its share capital into shares of larger amount than its
existing shares.
b) By sub-division of its existing shares or any of them, divide the whole or any part
of its share capital into shares of smaller amount than is fixed by the
memorandum of association subject, nevertheless, to the provisions of paragraph
(d) of sub-section (1) section 53 of the companies act, 1994.
c) Cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.
v) The company may, special resolution, reduce its share capital in any manner
and with, and subject to any incident authorized and consent required by law.

GENERAL MEETING
16. i) A general meeting shall be held within eighteen months from the date of its
incorporation and thereafter once at least in every year at such time (not being
more than fifteen months after the holding of the last preceding general
meeting) and place as my be prescribed by the company in general meeting, or
in default, at such place as the directors shall appoint. In default of a general
meeting being so held, a general meeting shall be held in the month next
following, and may be called by two members of which one must belong to each
group of collaborators in the same manner as nearly as possible as that in which
meetings are to be called by the directors.
ii) Above-mentioned general meeting shall be called ordinary meetings; all other
general meetings shall be called extraordinary.

iii) The directors may, whenever they think fit, call an extraordinary general
meeting and extraordinary general meetings shall also be called on such
requisition, or in default, may be called by such requisitions, as provide by
section 84 of the companies act 1994 and in the same manner as a general
meeting.

Proceeding at General Meetings

17. No business shall be transacted at any General Meeting unless quorums of

members present at the time when the meeting proceeds to business, 03 (Three)
members present in person shall form a Quorum for a General Meeting.

18. The Board of Directors whenever thinks it necessary may call General Meeting
whether ordinary or extra-ordinary at such time and the place as they think fit.

19. On a show of hands every member present in person shall have one vote and
upon a poll every member present in person or any proxy shall have one vote for
each or every shares held by him.

20. On a poll votes may be given either personally or by representative under

provisions of companies act. XVIII of 1994.

21. Any person entitled under the transmission clause to the transfer of any vote at
any General Meeting in respect thereof in the same manner as if he were the
registered holder of such shares provided that at least 48 hours before the time of
holding the meeting or adjourned meeting as the case may be at which the
purposes to vote he shall satisfy the Board of Directors or the Managing Director of
his right as transfers to such shares unless the Board of Directors of the Managing
Director shall have preciously admitted his right to vote as such meeting in respect
thereof.
QUORUM OF GENERAL MEETING

22. No business shall be transacted at any General Meeting unless the quorum of
members in present at the time when the meeting proceeds to transact business.
One third of Director and Shareholder personally present shall from the quorum of
any General Meeting.
23. The Chairman of the company shall reside over the General Meeting of the
company if at any meeting the Chairman is not present within 30 (thirty) minutes
after the time appointed for holding the meeting or is unwilling to act. The Vice
Chairman presides over the Meeting. In case of an equality of votes whether on a
show of hands or upon a poll, the Chairman of the Meeting shall have a second or
a casting vote.

24. i) Until otherwise determined by the company in general meeting the number of
directors shall not be less that two or more than seven.

ii) The qualification of a directors shall be holding at least 10,000 share in the
company.

iii) The following persons shall constitute the first Board of Directors of the Company :
1. Mrs. Tohura Tafhim
2. Md Khayrul Islam
3. Md Zulhaque Kabir
4. Md Raduan Mia
5. K M Zahaid Hassan
6. Sultan Mahmud
7. Syed Nazmul Islam

iv) The directors shall have power at any time and from time to time to appoint any
one amongst themselves or directors may be appointed for a fixed period on such
special remuneration as may be determined by the Board of Directors. The
number of such directors shall not be counted for the purpose of minimum or
maximum number of directors in the articles.

v) Each director shall be paid out of the funds of the company by way of
remuneration not exceeding Tk. 500.00 or such sum as may be decided by the
Board of Directors from time to time for attending each meeting of the Board of
Directors and or Committee of Directors.

vi) The directors may allow and pay to any director, who for the time being, resident
out of the place at which 'any meeting of the directors may be held, and who shall
come to that place at which any meeting of the directors may be held, for the
purpose of attending the meeting, a reasonable sum for his traveling expenses and
halt age for the meeting in addition to his remuneration as specified in article 68
above.

vii) If any director being willing shall be called upon to perform extra services or to
make any special exertion in going or residing away from Bangladesh for any of
the purposes of the company or in giving special attention to the business of the
company as a member of a committee of directors, the company may remunerate
the director so doing either by a fixed sum or by a percentage of profits or
otherwise as may be determined previously by the company in General Meeting. If
the payment for extra services is to be made in the from of commission fixed as a
percentage of profits, it would be subject to any law, rule or regulations on this
 behalf as enacted, notified or promulgated by the securities and exchange
commission or any other appropriate of lawful authority.

viii) If any of the directors or members is called upon to perform any duty in
Bangladesh or abroad, either in connection with the business of the company or
any interest thereof or attend any meeting or convention, conference, delegation
or the like which the Board of Directors deem necessary and expedient for the
function, interest or goodwill of the company, such director or member of the
company will be entitled to draw such amount of money as Board of Directors
may sanction for the purpose.

THE CHAIRMAN
25.
a) The Board of Director from time to time may elect a Chairman amongst the
Board of Directors. Her tenure of service and her function will be decided by the
Board of Directors. Mrs. Tohura Tafhim shall be the first Chairman of the
company for a period of 5 (Five) years from the date incorporation. She will
preside all over the meeting and supervision all the activities of the Company.

b) After 5 (Five) years a Chairman will be elected by the Board of Directors of the
Company amongst than for every 3 (Three) years until she reign, retire or die.

THE MANAGING DIRECTOR

26.i) Md. Ashraf Ali shall be the first Managing Director of the Company for a
period of 5 (Five) years from the date of incorporation. Her remuneration
shall be fixed by the general meeting.

ii) After 5 (Five) years a Managing Director will be elected by the Board of
Directors of the Company amongst. Then for every 3 (Three) years until she
reign, retire or die.

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
the persons to be employed as aforesaid such salary, wages or other
remunerations as may be deemed fit and proper.
b) To borrow or raise any sums of money by loan, on hypothecation and on
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.

d) To purchase or otherwise acquire for the company any property, rights or

privileges such 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 outside.

f) To open any bank account or accounts in the name of the company with any bank
or bank and to operate upon same and to borrow money for the purpose of the
company with or without security with prior approval of the Board of Directors.

g) To sign cheques within the limits prescribed by the board, drafts, certificates,
bonds and other documents for and on behalf of the company.
h) To settle, compound, submit to arbitration and compromise and 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 plaints, written statements, application, petitions, compromise,
okalatnama 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 powers and authorities to any directors and/or officer of the
company subject to the approval of the Board of Directors concurrence with the
Chairman.

PROCEEDINGS OF THE MEETINGS OF THE BOARD OF DIRECTORS

27. i) The directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings and proceedings as they think fit.
ii) The directors shall meet at least 4 times a year. The Managing Directors may at
any time and shall upon the request of at least one third of the board members,
convene a meeting of the Board of Directors subject to the provisions of
companies act, question 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.
iii) Generally 7 (seven) days notice shall be given for meetings of the directors. In
case of emergency meeting the same may be held on a shorter notice provided
all directors agree.

iv) A meeting of the directors for the time being at which a quorum be present
shall be competent to exercise all or any of the authorities, powers and
directions by or under the articles of the company for the time being vested in
or exercisable by the directors generally.

v) The directors may delegate any of their powers to committee consisting of such
member of members of their body as they think fit and may from time to time
revoke such delegation. Any committee so formed shall in the exercise of
the powers so delegated conform to any regulations that may from time to time be
imposed upon it by the directors.

vi) The meetings and proceedings of such committee consisting of two or

more members, shall be governed by the provisions herein contained for
regulating the meetings and proceedings of the directors, so far as the same
 are applicable thereto and are not superseded by regulation made by the
directors under the last preceding articles.

vii) Except for the purposes of the provision of the act, a resolution in writing
signed or initialed by at least two directors one from each collaborator shall be
as valid and effectual as if it has been passed at a meeting of the directors
duly called and constituted. A certificate by the Chairman at the foot of any such
resolution certifying that the directors signing or initialing the resolution are all the
directors present in Bangladesh at the date of the resolution which shall be final
and conclusive in that behalf.

viii) All acts done by any meeting of the directors or by a committee of

directors or by any person acting as a director shall not withstanding that it
shall afterwards be discovered that there was some defect in the
appointment of such directors or persons acting as aforesaid, or that all or any
of them were disqualified, be as valid as if every such person has been duly
appointed and was qualified to be a director, provided that nothing in this
article shall be deemed to give validity to acts done by a director after the
appointment of such director has been shown to be invalid.

ix) The Managing Director shall cause minutes to be duly entered in books
provided for the purpose :

a) Of the names of the directors present at each meeting of the directors and of any
committee of directors.
b) Of all orders made by the directors and the committee of directors.
c) Of all resolutions and proceedings of General Meetings and of meeting of the
directors and committees of directors.
d) Of all appointments of officers and.
e) Any such minutes of any meeting of the directors, or of any committee
or of the company, if purporting to be signed by the signed by the
Chairman of the next succeeding meeting shall be conclusive evidence of
the proceedings.
QUORUM

28. Until otherwise determined by the company in General Meeting 03 (Three)

Directors present in person shall form the quorum of Board Meeting.

POWERS OF DIRECTORS

29. i) The control of the company shall be vested in the directors and the business of
the company shall be managed by ft directors who in addition to the powers and
authorities by these presents or otherwise expressly conferred upon them may
exercise all such powers and do all such acts and things as may be exercised or
done by the company in General Meeting but subject nevertheless to the
provisions of any.statute law and of these presents and to any regulations not
being inconsistent with these presents 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.
 ii) Without prejudice to the general powers conferred by the last preceding articles
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.

a) To pay the costs, charges and expenses preliminary and incidental to the
promotion formation, establishment and registration of the company.
b) To purchase or otherwise acquire for the company any property, fights or
privileges which the company is authorized to acquire at such price ad generally on
such terms and conditions as they think fit and subject to the provisions of section
182(a) of the act, to sell, let, exchange or otherwise dispose off absolutely or
conditionally any part of the property, privileges and undertaking of the company
upon such terms and conditions and for such consideration as they may think fit.
c) To secure the fulfillment of any contracts, agreements entered into by the
company, mortgage or charges of 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.

d) To appoint any person or persons (whether incorporated or not) accept and hold
in trust for the company any property belonging to the company or in which it is
interested or for any other purposes and do all such deeds, documents and things
as may be trust and to provide for the to execute and requisite in relation to any
such trust and things as may be requisite in relation to any such trust and to
provide for the remuneration of such trustee or trustees.
e) To institute, conduct, defend, compound and abandon any legal proceedings by or
against the company or its officers or otherwise concerning the off airs of the
company and also to compound and allow time for payment or satisfaction of any
claims or demands by or against the company.
f) To refer any claims or demands by or against the company to arbitration and
observe and perform the awards.

g) To execute in the name and on behalf of the company or in favor of any

director or other person who may incur or be about to incur any personal
liability for the benefit or the company such mortgages of the company's property
(present and future) as they think fit and any such mortgage may contain a
power of sale and such other powers, covenants and provisions as shall be
agreed upon.
h) To give to any person employment by the company as remuneration for their
services as such a commission of the profits of the company and such
commission or share of profits shall be treated as part of the working expenses of
the company.
i) From time to time to make, very repeal by laws for the regulations of the
business of the company, its officers and servants.
j) 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 they may consider expedient for or in relation
to any of the matters aforesaid or otherwise for the purpose of the company.
k) To insure and keep insured against loss or damage by fire or otherwise for such
period and to such extent as they may think proper all or any part of the
buildings, machinery, goods, stores, produce and other movable and
immovable property of the company either separately or jointly, also to insure
all or my portion of the goods, produce, machinery and other articles dealt
with, improved or exported by the company, and to sell assign, surrender or
discount policies of assurance effected in pursuance of this power.
l) To accept from any member on such terms and conditions as shall be agreed
the surrender of his shares or stock or any part thereof.
m) To determine from time to time who shall be entitled to sing on
company's behalf bills notes, receipts, acceptances, endorsements, cheques,
dividends, warrants, releases, contracts and documents.
n) To provide for the welfare of employees of the company and the wives,
windows and families or the dependents or connections of such person, by
building or contrib or by grants of money, pensions, allowances, bonus or other
payments or by creating and from time to time subscribing or contributing to
provident fund and other associations, institutions, funds or trusts and providing or
subscribing or contributing towards places of instruction and recreation, mosques,
schools, colleges, hospitals and dispensaries, medical and such other attendance
as the directors shall think fit and to subscribe, constitute or otherwise assist or to
guarantee money to charitable, benevolent, religious scientific, national or other
objects. which shall have any moral or other claim to support or aid by the
company either by reason of locality or operation of public and general utility or
otherwise.
BORROWING POWERS

30. The directors may, from time to time raise or borrow for the purposes of the
company or secure the payment of any sums of money. The directors may raise
secure the re-payment of such moneys in such manner and upon such terms as
they think fit and in particular by mortgage or bound or the issue of the
debentures or debenture stock of the company, perpetual or terminable and with
or without a trust deed charged upon all or-any part of the property of the
company (both present and future) including its uncalled capital for the time
being.

31. The directors may, if they think fit, from time to time, borrow any amount from
any bank, financial institution or any person and are authorized to pledge,
hypothecate or mortgage all or any property of the company or personal property
of any director or property of any sister concern or any third party (if available) for
the benefit of the company.

32. The directors may, if they think fit, receive from any member willing to advance
the same all or any part of the moneys uncalled and unpaid upon any shares held
by him, and upon all or any of the money so advanced may (until the some would
but for such advance become presently payable) pay profit at such rate as may be
agreed upon between the member paying the sum in advance and the directors.

DISQUALIFICATION OF DIRECTORS
33. The office of a director shall be vacated if he or she --
a) Fails to obtain within the time specified by the companies act, 1914, or any time
thereafter ceases to hold the share qualification necessary for is appointment: or
b) Is found to be of unsound mind by a court of competent jurisdiction ; or
c) Is adjudged insolvent ; or
d) d) Absents himself from three consecutive meeting of the directors or from all
meetings of the directors for a continuous period of three months whichever is
longer without leave of absence from the Board of Directors; or
e) Is punished with imprisonment for a period exceeding six months; or
f) Fails to pay calls made on him in respect of shares held by him within six months
from the date of such calls being made.

NOTICE

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

35. The company may give a notice either personally or by advertisement or by

sending it by post to a person registered address.

36. The signature to any notice to be given by the company may be written or
printed.

BANK ACCOUNT

37. The Company shall open Bank Account(s) with any schedule Bank in Bangladesh
and abroad and shall be operated the same by the joint signature of the Chairman
and the Managing Director or as per decision by the Board of Directors of the
Company.
SEAL

38. The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors, and in the presence of at least
two directors and of the secretary or such other person as the directors may
appoint for the purpose, and those two directors and secretary or other person, as
aforesaid shall sing every instrument to which the seal of the company is so
affixed in their presence.
ACCOUNTS

39. The director shall cause true account to be kept :

a) Of all sales and purchases of goods by the company ;
b) Of the assets and liabilities of the company ; and
c) Of all sums of money received and expended by the company and the matters in
respect of which such receipt and expenditure take place. The books of accounts
shall be kept at the registered office of the company or at such other place as the
directors may think fit and shall always be kept open to the inspection of the
directors.
 AUDIT

40. Once at least every year the accounts of the company shall be examined and the
correctness of the profit and loss account and balance sheet be ascertained by one
or more auditors appointed according to the provisions of section 210 to 213 of
the companies act, 1994.

41. i) The company in general meeting may declare dividends, but no dividends shall
exceed the amount recommended by the directors.
ii) The directors may form time to time pay to the members such interim dividends
as appear to the directors to by justify to by the profits of the company.

iii) No dividends shall be paid otherwise than out of profits of the year or any other
undistributed profits.

iv) The directors may, before recommending any dividend, set aside out of the
profits of the company such sums as they think proper as a reserve or reserves
which shall, at the discretion of the directors, be applicable for meeting
contingencies, or for equalizing dividends, or for any other purpose to which the
profits of the company may be properly applied, and pending such application may
at the like discretion, either be employed in the business of the company or be
invested in such investments (other than shares of the company) as the directors
may from time to time think fit.
v) If several persons are registered as joint-holders of any share, any one of them
may give effectual receipts for any dividend payable on the share.

vi) Notice of any dividend that may have been declared shall be given in manner
hereinafter mentioned to the persons entitled to share therein.
vii) No dividend shall bear interest against the company.

INDEMNITY

42. The directors or officers of the company shall be indemnified by the company for
all losses and expenses incurred by them in the discharge of their respective duty
except their willful act, neglects or default and it shall be the duty of the company
to pay out of the funds of the company of their respective duty, the amount for
which the indemnity has bean provided shall immediately attach a lien on the
property of the company and shall have priority over all their claims.

ARBITRATION

43. Any dispute or differences arising between the shareholders of the company or the
collaborators or any dispute or difference of any kind or sort which cannot be
amicably resolved shall be settled in accordance with the Rules of Arbitration.

WINDING UP
44. If the company be wound up and the assets available for distribution among the
members as such shall be insufficient to repay the whole of the capital paid-up,
such deficit shall be borne by the members in proportion to the capital-paid up
or which ought to have been paid up at the commencement by the winding up to
assets available for distribution among the members shall be more than sufficient
to repay the whole of the capital paid-up or which ought to have been paid up at
the commencement to the winding up the excess shall be distribute among the
members prorate. But this clause shall be without any prejudice to the right of the
holder of shares on special terms and conditions.
We, the several persons whose names and addresses are subscribed hereunder are desirous of
being of being formed to a company in pursuance to this Article of Association and we
respectively agree to take the number of shares in the capital of the company set opposite to our
respective names :
Number of Signature of
Name, Addresses, Descriptions and
Sl. Shares of the
Nationality of the Subscribers.
No. Position Subscribers Subscribers

01. Mrs. Tohura Tafhim

W/O: Md. Anoarul Islam Raju
M/N: Mrs. Manwara Maksud
Address: House-11, East Meraul Gulshan, 30,000
Badda, Dhaka-1212. Chairman (Thirty Thousand)
Date of Birth: 06-08-1978
TIN No: 154107731212 Shares
NID No: 19781523152612512
Cell : 01684120152
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
02. Md. Khayrul Islam
S/O: Md Osman ALi
M/N: Mst Rahima Khatun
Address: Dom-Inno Rio Arriva, Flat No.
G-4, House- 18, Road- 6, Gulshan- 1 Managing Director 30,000
Gulshan, Dhaka- 1212 (Thirty Thousand)
Date of Birth: 24-11-1988 Shares
TIN No: 271145625036
NID No: 19887612277912441
Cell : 01764641766
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
03. Md Zulhaque Kabir
S/O: Md Abul Kashem
M/N: Zubada Khatun
Address: House- 153/Kha, East Raza
Bazar, Tejgaon, Dhaka- 1215 Director 15,000
Date of Birth: 11-12-1982 (Fifteen Thousand)
TIN No: 158663014811 Shares
NID No: 4177315134
Cell : 01739973412
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
04. Md Raduan Mia
S.O: Shohid Mia
M/N: Rasheda Begum
Address: 75/3, Siddeswari Circular Road,
Ramna, Dhaka- 1217 Director 15,000
Date of Birth: 10-06-1999 (Fifteen Thousand)
TIN No: 213104262251 Shares
NID No: 19994811171006643
Cell : 01711229093
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
05. K M Zahaid Hassan
S.O: Md Kasham Ali
M/N: Moherjan Ali
Address: 46/2, Siddheswari Circular
Road, Shantinagar, Dhaka Director 15,000
Date of Birth: 25-06-1981 (Fifteen Thousand)
TIN No: 245562601259 Shares
NID No: 1928770658
Cell : 01740472555
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
06. Sultan Mahmud
S.O: Late. Khonokar Abdul Zabbar
M/N: Mrs. Mazeda Begum
Address: West Shewrapara, Mirpur, 15,000
Dhaka (Fifteen Thousand)
Date of Birth: 03-09-1972 Shares
TIN No: 087106735020 Director
NID No: 19721521524521321
Cell : 01711526326
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
07. Syed Nazmul Islam
S.O: Late. Alhaj Ershad Hossain
M/N: Late. Mrs. Kamrunnessa
Address: Vill-Routh Bhag, P.O-Kowdia, 15,000
P.S-Beani Bazar, Shylet (Fifteen Thousand)
Date of Birth: 10-08-1954 Shares
TIN No: 312107498944 Director
NID No: 19541523645152632
Cell : 01913726123
E-mail: sincospinningtlinfo@gmail.com
Business, Bangladeshi
Total : 1,20,000/- (One Lac Twenty
Thousand) Shares

Witness 2:
Witness 1:

Lokman Ahmed
Name : Aftab Hossain Name :
Company Consultant
Company Consultant
78 Outer Circular Road, Bara 78 Outer Circular Road, Bara
Address : Address :
Moghbazar, Dhaka-1217 Moghbazar, Dhaka-1217
Phone : 01712298456 Phone : 01818152623