Issue No.

322500 Date: 21/09/2022

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

&

ARTICLES OF ASSOCIATION

OF

SHOFOL AMC & ALTERNATIVE

VENTURE LIMITED

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 THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
SHOFOL AMC & ALTERNATIVE VENTURE LIMITED

I. The name of the company is SHOFOL AMC & ALTERNATIVE VENTURE 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 Asset Management, Portfolio Management, pension

fund including Corporate Advisory services Mergers & Acquisition, Joint-Venture
souring & consummation, Corporate Restructuring, Financial & Socio- Economic
Consultancy, Corporate Research & Project Studies, Privatization and other related
services in Bangladesh and overseas.
2 To carry on the business of Fund Management and for that purpose sponsor,
manage and or launch Mutual Funds, Private Equity Funds, Venture Capital Funds
and other similar type of funds and or acquire any shares, stocks,
debentures,debenture stock, annuities, bonds, obligations, options, currencies,
precious metals, commodities and securities by original subscription or otherwise
tender, purchase, exchange, underwriting, participation in syndicate or otherwise
and whether or not fully paid up and to make payments thereon as called upon or
in advance of call or otherwise.
3 To carry on business as financiers, promoters, capitalists, financial and
monetaryagents, concessionaires and brokers and to promote, effect, insure,
guarantee, underwrite, participate in management and float of any issue public or
private or state municipal or other loans or bonds, subscribe or to secure or
procure the subscription of or placing of any such issues and to carry on the
business of brokers and dealers in shares, stocks, debentures, debenture stock,
options futures.
4 To contact or negotiate all kinds of loan, and or assistance, private or public from
any source, local or foreign and to take all such steps as may be required to
complete any effectuate such deals. To carry on the business of financial
consultancy and investment consultancy of Government, Public Private Sector
financial institutions, factoring leasing companies, international organizations,
institutions, development partners, private sector individuals, companies and to
explore and prepare the report feasibility study, evaluation of all kinds of
investment to be made in trade, commerce, industries, agriculture and or other
joint-venture projects by the financial institutions, investment companies, leasing
companies and financial institutions.
5 To engage in activities, either directly or through subsidiaries or associated
companies, in the business of factoring, guaranteeing, bill discounting, manage
both financial and physical assets of other financial and non-financial institutions
and general companies and other related services and also to act as agents for the
sale and purchase of any stocks, shares or securities or for any other monetary or
mercantile transaction.
6 To aid reputable entrepreneurs, sponsors or companies in the prosecution of works,
undertaking, projects or enterprises by the provision of any works, undertakings,
projects, Managing the fund, prepare of management guidelines, Prepare code of
conduct, Ensure the investment of the unit holder, to act as a receiver, Credit
recovery support provider.
7 To act as manager or managing agent of reputable persons, businesses or body

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 corporate and for these purposes to accept powers of attorney or service or
managerial agreements with or without powers of delegation and to manage
investments or other property for any person or company, to provide managerial,
consultancy and supervisory services of Whatsoever kind generally to undertake all
kinds of agency business. To provide Consultancy and Advisory services in the area
of Socio-Economic Development, Environment, Poverty Alleviation, Rural
Development, Health, Education, Population Control, Sanitation, Water Resource
Development, Industry, Agriculture, Tele- Communication, Transport and other
Infrastructure development projects of Public Private sector in and outside
Bangladesh.
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. 1000000000 ( One Hundred Crore
) divided into 100000000 ( Ten Crore ) 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 : A.K.M. Kamrul Islam Chairman 50000
Father's Name : A K M Tajul Islam ( Fifty sd/-
Mother's Name : Hasne Ara Islam Thousand
Address : BSCIC Electronic Complex, Level-5, shares)
Plot No. 1/1, Road -3, Avenue-4, Section-7,
Mirpur, Dhaka
Date of Birth : 14-JAN-59
E-mail : [email protected]
Phone : 01819219523
TIN : 130812171379
NID/Passport No. : 4176765636
Nationality : Bangladeshi
2 Name : M Aslam Alam Director 50000
Father's Name : Md. Amzadul Haque ( Fifty sd/-
Mother's Name : Habibunnesa Haque Thousand
Address : C-1, 2/13, Iqbal Road, Mohammadpur shares)
Block -A, Dhaka
Date of Birth : 31-JUL-60
E-mail : [email protected]
Phone : 01755618455
TIN : 616015657411
NID/Passport No. : 1016869123
Nationality : Bangladeshi
3 Name : Teal Limited Represented by: Mr. Director 250000
Ehsan Majid ( Two Lac sd/-
Father's Name : Enamul Majid Fifty
Mother's Name : Late Maksuda Arju Ara Thousand
Address : Flat 5B, House-127, Road 9/A, shares)
Dhanmondi Decent, Dhanmondi, Dhaka
Date of Birth : 09-NOV-92
E-mail : [email protected]
Phone : 01777717598
TIN : 158250574642
NID/Passport No. : 19922691634000138
Nationality : Bangladeshi
4 Name : Maxcom International BD Ltd. Director 2000000
Represented by: Mr. Abul Mansur Ahmed ( Twenty sd/-
Father's Name : Zamir Ahmed Lac
Mother's Name : Aysha Begum shares)
Address : 9/16, Pallabi, Mirpur, Dhaka
Date of Birth : 30-OCT-59
E-mail : [email protected]
Phone : 01711565703
TIN : 429301267358
NID/Passport No. : 7792092228
Nationality : Bangladeshi
5 Name : Syeda Kaniz Fatema Share 50000
Father's Name : Late Sayed Golam Quader Holder ( Fifty sd/-
Mother's Name : Late Sayed Badunnisha Quader Thousand
Address : BSCIC Electronic Complex, Level-5, shares)
Plot No. 1/1, Road -3, Avenue-4, Section-7,
Mirpur, Dhaka
Date of Birth : 20-APR-64
E-mail : [email protected]

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
Phone : 01731970608
TIN : 266457596900
NID/Passport No. : 2691649109260
Nationality : Bangladeshi
6 Name : Abul Mansur Ahmed Share 50000
Father's Name : Zamir Ahmed Holder ( Fifty sd/-
Mother's Name : Aysha Begum Thousand
Address : 9/16, Pallabi, Mirpur, Dhaka shares)
Date of Birth : 30-OCT-59
E-mail : [email protected]
Phone : 01711565703
TIN : 429301267358
NID/Passport No. : 7792092228
Nationality : Bangladeshi
7 Name : Ziaul Islam Share 50000
Father's Name : Tajul Islam Holder ( Fifty sd/-
Mother's Name : Hasne Ara Islam Thousand
Address : House-13, Road-10, Sector 6, Uttara, shares)
Dhaka
Date of Birth : 11-AUG-65
E-mail : [email protected]
Phone : 01916719529
TIN : 452081117166
NID/Passport No. : 1476018690
Nationality : Bangladeshi
8 Name : Ehsan Majid Share 50000
Father's Name : Enamul Majid Holder ( Fifty sd/-
Mother's Name : Late Maksuda Arju Ara Thousand
Address : Flat 5B House - 127, Road 9/A, shares)
Dhanmondi Decent, Dhanmondi, Dhaka
Date of Birth : 09-NOV-92
E-mail : [email protected]
Phone : 01777717598
TIN : 158250574642
NID/Passport No. : 19922691634000138
Nationality : Bangladeshi
9 Name : Ghulam Faruque Share 50000
Father's Name : Md. Sujat Ali Sarkar Holder ( Fifty sd/-
Mother's Name : Mst. Lutfun Nahar Thousand
Address : Plot 571, Road 9, Block -GBusundara shares)
R/A, , Dhaka
Date of Birth : 01-NOV-59
E-mail : [email protected]
Phone : 01819230955
TIN : 166235422209
NID/Passport No. : 2699238610526
Nationality : Bangladeshi
10 Name : Afrida Mashnoon Share 50000
Father's Name : Kamrul Islam Holder ( Fifty sd/-
Mother's Name : Syeda Kaniz Fatema Thousand
Address : Flat 5B, House -127, Road 9/A, shares)
Dhanmondi Decent, Dhanmondi, , Dhaka
Date of Birth : 01-JAN-90
E-mail : [email protected]
Phone : 8801816788952
TIN : 721594897604
NID/Passport No. : 2691649109259
Nationality : Bangladeshi

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
11 Name : Junayet Hossain Khan Share 50000
Father's Name : Dilshad Hossain Khan Holder ( Fifty sd/-
Mother's Name : Afroza Kohinoor Thousand
Address : Flat-3AB, House-273, Road-1/B, shares)
Block-B, Bashundhara R/A, Dhaka
Date of Birth : 08-JUL-91
E-mail : [email protected]
Phone : 01682626718
TIN : 720417842731
NID/Passport No. : 8255563812
Nationality : Bangladeshi
12 Name : Nabila Mashnoon Share 50000
Father's Name : Kamrul Islam Holder ( Fifty sd/-
Mother's Name : Syeda kaniz Fatema Thousand
Address : Flat-3AB, House-273, Road-1/B, shares)
Block-B, Bashundhara R/A, Dhaka
Date of Birth : 22-OCT-93
E-mail : [email protected]
Phone : 01674545613
TIN : 483661511897
NID/Passport No. : BT0562072
Nationality : Bangladeshi
13 Name : Syed Ghulam Dastagir Share 50000
Father's Name : Syed Golam Jilani Holder ( Fifty sd/-
Mother's Name : Mafroza Begum Thousand
Address : House: 17, (Apt: 502) Road: 27, shares)
Block: J, Banani, Dhaka
Date of Birth : 07-MAY-84
E-mail : [email protected]
Phone : 01711228870
TIN : 729100754990
NID/Passport No. : 2699501915960
Nationality : Bangladeshi
14 Name : Shadman Bin Zahir Share 50000
Father's Name : Zahirul Islam Holder ( Fifty sd/-
Mother's Name : Ayesha Afsari Thousand
Address : House: 30, Road: 1, Sector: 5, shares)
Uttara, Dhaka
Date of Birth : 06-OCT-94
E-mail : [email protected]
Phone : 01782657230
TIN : 189003388836
NID/Passport No. : 8215702039
Nationality : Bangladeshi
15 Name : Rehnuma Chowdhury Share 50000
Father's Name : Hassan Shahidullah Holder ( Fifty sd/-
Mother's Name : Nahid Iftekhar Thousand
Address : House -15, Road - 35, Sector - 7, shares)
Uttara, Dhaka
Date of Birth : 03-MAR-86
E-mail : [email protected]
Phone : 01762539478
TIN : 649093248433
NID/Passport No. : 4154924882
Nationality : Bangladeshi
16 Name : Mashnoons Limited Represented by : Share 2000000
Syeda Kaniz Fatema Holder ( Twenty sd/-
Father's Name : Late Sayed Golam Quader Lac

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
Mother's Name : Late Sayed Badunnisha Quader shares)
Address : BSCIC Electronic Complex, Level-5,
Plot No. 1/1, Road -3, Avenue-4, Section-7,
Mirpur, Dhaka
Date of Birth : 20-APR-64
E-mail : [email protected]
Phone : 01731970608
TIN : 266457596900
NID/Passport No. : 2691649109260
Nationality : Bangladeshi
17 Name : MZ Advisory Services Limited Share 100000
Represented by: Mr. Zerif Aftab Holder ( One Lac sd/-
Father's Name : A K M Aftab Ul Islam shares)
Mother's Name : Towfika Aftab
Address : MZ Advisory Services Limited, Z
Tower, House -04 (5th floor), Road-132,
Gulshan- 1, Dhaka
Date of Birth : 21-JAN-85
E-mail : [email protected]
Phone : 01912004044
TIN : 543994307220
NID/Passport No. : 2826653749
Nationality : Bangladeshi
18 Name : Merit Trade International Ltd. Share 500000
Represented by: Shahana Ferdous Holder ( Five Lac sd/-
Father's Name : Md Shafiqul Rahman shares)
Mother's Name : Late. Bilkis Banyu
Address : 27/17 Sher Shah Suri Road,
Mohammadpur - 1207, Dhaka
Date of Birth : 01-FEB-75
E-mail : [email protected]
Phone : 01712855426
TIN : 253261635717
NID/Passport No. : 2831947615
Nationality : Bangladeshi

Witness 1 Witness 2

Name : Jibon Chandra Das Name : Md. Hasnine Reza

Address: Z-Tower (5th floor), Plot # 4 Road # Address: Z-Tower (5th floor), Plot # 4 Road #
132, 54, Gulshan Avenue, Gulshan- 132, 54, Gulshan Avenue, Gulshan-1,
1, Dhaka-1212 Dhaka-1212
Phone : 01757256857 Phone : 01814213124
NID : 19822693622451201 NID : 2694814905217

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

ARTICLES OF ASSOCIATION
OF

SHOFOL AMC & ALTERNATIVE VENTURE LIMITED

PRELIMINARY

1. The Regulations contained in the schedule-1 of the Companies Act. 1994 (Act XVIII
of 1994) shall apply to this Company with respect to such provisions as are
applicable to a Private Limited Company shall apply so far only as they are not
negative or modified by or as are not contained in the following Articles or any other
Articles as from time to time be framed by the Company or by any statute.

INTERPRETATION

2. Unless there be something repugnant in the subject or context inconsistent

therewith:
a. Act Means the Companies Act, 1994
b. AMC Means Asset Management Company.
c. Company means the SHOFOL AMC & ALTERNATIVE VENTURE LIMITED.
d. Office means the Registered Office of the company for the time being.
e. Chairman means the Chairman of the company for the time being.
f. Director means the Director of the company for the time being.
g. Managing Director means the Managing Director of the company for the time
being.

3. h. Board or ¿Board of Director¿ means the Board of Directors of the company for the
time being.
i. Register means the Register of the members to be kept pursuant to Companies
Act.
j. Proxy includes Attorney duly constituted under a Power of Attorney.
k. In Writing means written or printed, partly written and partly printed and
includes lithography, type printed and other means representing word in a visible
form.
l. Year means the Fiscal year as followed by the company.
m. Month means the calendar month according to the English Calendar year.
n. Word importing the singular number includes the plural number and vice versa.
o. Word importing the masculine gender only includes the feminine gender.

PRIVATE COMPANY

4. The Company is a Private Limited Company within the meaning of Section 2(1) under
Clause (Ta) 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, or debenture
of the Company.
ii) The number of the members of the Company (exclusive of the persons in the
employment of the Company) shall be limited to fifty provided however that when
two or more persons hold one or more share jointly in the Company shall be treated
as a single number; and
iii) The right to the transfer of shares of the Company shall be restricted in the
manner and to the extent hereinafter appearing.

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 BUSINESS

5. The Company shall be entitled to commence business after obtaining certificate of

incorporation from the Registrar of Joint Stock Companies & Firms.

SHARE CAPITAL

6. The Authorized Share Capital of the Company is TK. 1000000000 ( One Hundred
Crore ) divided into 100000000 ( Ten Crore ) Ordinary Shares of TK 10 ( Ten )
each with power to increase or reduce the capital and to divide 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 to consolidate or
sub-divide the shares. The Company may also issue preference shares when it
requires mentioning thereto any conditions

SHARE CERTIFICATE

7. The Certificate of title to share and duplicate thereof whenever necessary shall be
issued to the members of the company and shall be signed jointly by the Chairman
and Managing Director or any Director of the Company.

If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued
on such evidence being produced and such indemnity (if any) being given as the
Directors require and (in case of defacement or wearing out) on delivering of the old
certificate and on payment of such sum not exceeding Tk. 100.00 as the Directors
may from time to time determine. The share certificate may also be splitting as per
therequirement of the shareholder.

INCREASE OF SHARE CAPITAL

8. The Board may, with the sanction of a special resolution of the Company in general
meeting, increase the share capital by such sum, to be divided into shares of such
amount as meeting, increase the share capital by such sum, to be divided into share
of such amount as the resolution shall prescribe.

9. Subject to any direction to the contrary that may be given by the resolution
sanctioning the increase share capital, all new share shall, before issue, be offered
to the members as at the date of the offer in proportion, as nearly as the
circumstances admit, to the amount of the existing shares to which they are
entitled. The offer shall be by notice specifying the number of share offered, and
limiting a time within which the offer, if not accepted will deer-red to be declined,
and after expiration of that time, or on receipt of an information from a member to
whom the offer is made that he/she declines to accept the share offered, the Board
will re-offered the same to those members wishing to acquire such shares in the
aforementioned manner and any shares not so purchased may be disposed of by the
Board in such manner as a thinks most beneficial to the Company.

TRANSFER AND TRANSMISSION OF SHARES

10. Subject to the provision of Section 38(3) and (6) of the Act, no transfer of share
shall be registered unless a proper instrument of transfer duly execute transferor
and the transferee which the transferee has been delivered Company together with
the certificate. The instrument of transfer of any share shall be specify the name
and address both the transferor and the transferee, and the transferor shall be
deemed to remain the member in respect of such share until the name of the
transferee is entered in the Register in respect thereof. The signature of one
credible witness who shall add his address and occupation shall duly attest each
signature to such transfer.

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 11. Application for registration of the transfer of a share may be made either by the
transferor or the transferee provided that where such application is made by the
transferor, no registration shall, in the case of a partly paid share be effected unless
the Company gives notice to the transferee in the manner prescribed by Section
34(2) of the Act, and subject to the provisions of these Articles of the Company
shall unless objection is made by the transferee within two weeks from the date of
receipt of the notice enter in the register the name of the transferee in the same
manner and subject to the same conditions as if the application for registration of
the transfer was made by the transferee. The instrument of transfer of any share
shall be in writing in the usual common form or in the following form as near thereto
as will admit.

ALTERATION OF CAPITAL

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

BORROWING POWERS

13. The Board of Directors from time to time at their absolute discretion raise or
borrow any sum or sums of money for the purpose of the Company and from any
person,banks, firms, companies and particularly from any Director and may secure
thepayment of such money in such manner and upon such terms and conditions in
allrespects as they think fit and in particular by the issue of debentures of the
Company any promissory notes or bills of exchange or giving or issuing any other
security of the Company.

14. or by mortgage for charge of all or any property of the Company including its
uncalled capital for the time being and the Directors or any of them may guarantee
the whole or any part of the loan or debts raised by or on behalf of the Company or
any interest payable thereon with power to the Directors to indemnify the
guarantors from or against any liability under their guarantee by means of mortgage
or hypothecation of or charge upon any property and assets of the Company
movable, immovable or otherwise.

GENERAL MEETING

15. A General Meeting shall be held within 18 (eighteen) months from the date of its
incorporation and thereafter one at least every calendar year and not later than 15
(fifteen) months from the date of the preceding general meeting, at such time and
its may be prescribed by the Company in General Meeting or if no time or place is to
prescribed such time and place as the Directors from time to time appoint above
mentioned general meeting shall be called ordinary general meeting, another
meetings shall be called extra-ordinary general meetings.

16. An Extra-Ordinary general meeting may at any time be called by the Directors and
shall be so called upon the request of the Directors or upon a requisition of
shareholders as provided by Section 84 of the Act. For calling any general meeting
for the passing of special resolution there shall be given at least fourteen clear
days¿ notice with statement of the business to be transacted at the fleeting
specifying the time and place of the meeting. Where it is proposed to pass a special
resolution at least twenty-one days¿ notice must be given specify the intentions to
propose the resolution, for calling a special meeting there shall be given at least
twenty-one days clear notice provided that if all the member entitled to receive

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 notice so agree in writing, a general meeting whether extra-ordinary or special may
convened by any shorter notice. The non-receive by a shareholder of notice of
general meeting shall not affect the validity of the proceeding of the meeting.

17. It shall not be requisite in any event to give notice of a general meeting or other
meeting to any shareholder who has not supplied to the Company a registered
address in Bangladesh.

PROCEEDING AT GENERAL MEETING

18. The business of an Ordinary Meeting shall be to receive and consider the profit and
loss account, the balance sheet and reports of the Directors and of the Auditors to
elect Directors in place of those retiring by rotation, to elect auditors, to declare
dividends and to transact any other business, which under these Articles and under
the Act ought to be transacted at an ordinary meeting and all business transacted
at an Extra-Ordinary meeting shall be deemed special.

QUORUM (AGM)

19. 3 (Three) members personally or virtually present shall form the quorum of any
Annual General Meeting. No business shall be transacted at any annual general
meeting unless the quorum of members is present at the time when the meeting
proceeds to transact business. Meeting can be conducted over the video
conference or any way of technology.

QUORUM (Board Meeting)

20. 3 (Three) Directors present in person shall form a QUORUM of directors meeting. No
business shall be transacted at any Board meeting unless the quorum of Directors is
present at the time when the fleeting proceeds. Meeting can be conducted over the
video conference or any way of technology.

DIRECTORS

21. 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. A.K.M. Kamrul Islam

2. M Aslam Alam
3. Teal Limited Represented by: Mr. Ehsan Majid
4. Maxcom International BD Ltd. Represented by: Mr. Abul Mansur Ahmed

22. Except Independent Directors, the Qualification of a Director shall be holding of

10,000 (Ten Thousand) shares of Tk. 10/- (Taka Ten) each in the capital of the
Company -in his/her own alone and not jointly with others. Each Director shall
receive a sum of amount for every meeting of the Board of Directors attended by
him/her with such traveling, halting charge incurred by him/her as to be determined
by the Board.

23. If any Director, when willing to be called upon to perform any extra-service or make
any special exertions for any of the purposes of the Company may remunerate the

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 Director so doing either by a fixed sum or a percentage on the net profit or
otherwise as may be decided by the Company in Board meeting and such
remuneration shall be fixed by the Board of Director of the company from time to
time. The Board of Directors shall have power from time to time to appoint one or
more persons as Director who shall retire from office at the next ordinary general as
Directors provided that by such appointment the total number of Directors shall not
exceed the maximum number fixed by the Article No. 21

DISQUALIFICATION OF DIRECTORS

24. The office of the Directors shall be vacated if.

a. Fails to obtain within the time specified in Sub-clause (1) of Section 97 of the
Companies Act 1994 or any time thereafter ceases to hold the share qualification
necessary for his appointment; or

b. Is found to be a person of unsound mind by a court of competent jurisdiction; or

c. Is adjudged insolvent; or
d. 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; or
e. With the sanction of the company in general meeting accepting or hold any office
of profit under the company other than that of a Managing Director or Manager or a
Legal or Technical Advisor or a Banker or Expert; or
f. Absent himself from three consecutive meetings 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.

PROCEEDING OF DIRECTORS

25. The Directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings and proceedings as they think fit, Questions
arising at any meeting shall be decided by a majority of votes. In case of an
equality of votes, the Chairman of the shall have a second or casting vote.

POWER OF DIRECTORS

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

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

I. (a) To pay the costs, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company.
(b) To pay the office set up prior and other expenses incurred.
II. To purchase or otherwise acquire for the Company any property, rights or
privileges that the Company is authorized to acquire at such price and generally on
such terms and conditions, as they think fit.
III. To pay for any property, rights, and privileges acquired by the company in cash
or in shares of the Company and any such shares may be issued either as fully paid
up or with such amount credited as paid up thereon as may be agreed upon.

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 28. IV. To secure the fulfillment of any contract or engagements entered into by the
Company by mortgage or charge on all or any of the property of the Company and
its unpaid capital for the time being or in such other manner as they may think fit.
V. To accept from any member, on such terms and conditions as shall be agreed but
subject to the provisions of the act, as surrender of his share or any part thereof.
VI. To deal with any of the moneys of the Company not immediately required for the
company's purpose in or upon such investments or securities (not being shares in
this company) and in such manner as they may think fit, and from time to time to
vary or realize such investments.

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

CHAIRMAN

30. A.K.M. Kamrul Islam shall be the First Chairman of the company from the date
incorporation. He will be entitled or remain and continue of the said office for a
period of 5 (Five) years. As per Rules Section 108 (1) of the Companies Act, 1994.
Major decision will be taken by the Chairman and by the Board of Directors.

MANAGING DIRECTOR

31. The Managing Director shall be appointed by the Directors. The Managing Director
shall hold office for a term to be fixed by the Board (not exceeding three years)
which period may be extended for further period(s) with sanction of general
meeting.

The Managing Director may be a member of the Board or an ex officio and shall not
be required to hold any qualification shares nor shall be subject to retirement by
rotation or taken into account for determining the rotation or retirement of
Directors.

The Managing Director shall exercise such powers and functions as are conferred
upon him by the Board of Directors and the Managing Director shall be responsible
for the day-to-dayoperation of the Company. S/he shall not enjoy any voting right.

CHIEF EXECUTIVE OFFICER (CEO)

32. The Board of Directors or Managing Directors may appoint if required a local or
foreign Chief Executive Officer (CEO) and may from time to time entrust to and
confer upon the CEO such of the powers exercisable under these Articles by the
Director the Managing Director as they think proper and may confer such powers for
such time and to be exercised for such objects and purposes as they think
expedient, and they may also confer such powers, either collaterally with, or the
exclusion of and in substitution for all or any of the powers of the Directors in that
behalf, and my from time to time revoke, withdraw, alter or vary all or any such
powers of the CEO. The Directors may appoint the CEO upon such terms and
conditions and on such remuneration and other facilities as they think fit. The CEO
shall not be required to hold a qualification share of the company.

BANK ACCOUNT

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 33. The Company shall open Bank Account(s) with any Commercial Bank, Private Bank,
Schedule Bank in Bangladesh and abroad. The bank account shall be operated
byjointly (any two can operate the bank account).The signatory of the bank
account shall be as per the resolution of the Board of Directors.

NOTICE

34. When a notice is sent by post, service of the notice shall be deemed to effect by
properly addressing, preparing and posting a letter containing the notice and unless
contrary is proved to have been effect at the time which the letter would deliver in
the ordinary course of post and regulations No: 113 to 117 of Schedule 1 shall
apply.

ANNUAL RETURNS

35. The company shall comply with the provision of Section 36 of the Companies Act,
1994 as the making of Annual Returns.

DIVIDEND AND RESERVE

36. a) The Company in the Annual General Meeting (AGM) may declare dividends but no
dividend shall be credited 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 fit. b) 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. c) 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. d) The Board of
Directors may from time to time pay to the members such interim dividends
asappeared to the directors justified by the profits of the Company

ACCOUNTS AND AUDIT

37. The Directors shall cause to be maintain and keep proper and true accounts in
provision of section 181 and 182 of the Companies Act 1994 and shall provide the
Section 181-191 of the Companies Act 1994:
a. Of all sales and purchases of goods by the Company.
b. Of the assets and liabilities of the Company and
c. Of all sum of money received and expended by the Company.

Once at least in every year the Accounts of the Company shall be examined and the
correctness of the profit and loss account and balance sheet ascertained by one or
more Auditors appointed for the purpose and the provision for Section 210 to 213 of
the companies Act 1994 shall be observed.

The remuneration of the auditors shall be fixed by the Company in general meeting
except that the remuneration of any auditor appointed by the Board of Directors is
fixed by them.

INDEMNITY

38. The Managing Director and Directors, Officers, Servant shall be identified by the
Company for all losses and expenditure incurred by him or them respectively in or
about the discharge of their duty except their willful act, neglect or default and
shall be the duty of the Directors to pay out of the fund of the Company in cash all
losses and expenses which the Managing Director or any other Directors, Officers or
Servants may in any way incur in the discharge of his or their duties and the
amount for which identity is provided shall immediately attach a lien on the property
of the Company have priority over all claims.

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 SECRECY

39. The Chairman, Managing Director, Director, Manager, Secretary', Auditors,

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

VOTE OF MEMBERS

40. On a show of hands every member present in person shall have one vote and on a
poll, every member present in person or by proxy shall have one vote in respect of
each share held by him.

No member shall be entitled to vote at any general meeting unless all call or others
sums presently due and payable by him in respect of shares in the company held by
him, have been paid.

AMENDMENT OF ARTICLES

41. These articles may be amended, modified, substituted, altered or repealed any rules
and resolution will be change by the shareholders of the company.

ARBITRATION

42. Any dispute arising among the Directors or between a member and the Board of
Directors as to the true interpretation of this Articles or the implication thereof shall
be referred to the arbitrations/arbitration affairs will be dealt and settled under the
Arbitration Act 2001.

WINDING UP

43. If the Company shall be wound up, the surplus assets shall (subject to any fights
attached to special class of shares forming part of the capital for the rime being of
the Company) be applied first in the repayment of the capital paid up on the
ordinary shares and the excess (if any) shall be distributed among the members
holding ordinary shares in proportion of the number of ordinary shares held by them
respectively at the commencement the winding up.

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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 : A.K.M. Kamrul Islam Chairman 50000
Father's Name : A K M Tajul Islam ( Fifty sd/-
Mother's Name : Hasne Ara Islam Thousand
Address : BSCIC Electronic Complex, Level-5, shares)
Plot No. 1/1, Road -3, Avenue-4, Section-7,
Mirpur, Dhaka
Date of Birth : 14-JAN-59
E-mail : [email protected]
Phone : 01819219523
TIN : 130812171379
NID/Passport No. : 4176765636
Nationality : Bangladeshi
2 Name : M Aslam Alam Director 50000
Father's Name : Md. Amzadul Haque ( Fifty sd/-
Mother's Name : Habibunnesa Haque Thousand
Address : C-1, 2/13, Iqbal Road, Mohammadpur shares)
Block -A, Dhaka
Date of Birth : 31-JUL-60
E-mail : [email protected]
Phone : 01755618455
TIN : 616015657411
NID/Passport No. : 1016869123
Nationality : Bangladeshi
3 Name : Teal Limited Represented by: Mr. Director 250000
Ehsan Majid ( Two Lac sd/-
Father's Name : Enamul Majid Fifty
Mother's Name : Late Maksuda Arju Ara Thousand
Address : Flat 5B, House-127, Road 9/A, shares)
Dhanmondi Decent, Dhanmondi, Dhaka
Date of Birth : 09-NOV-92
E-mail : [email protected]
Phone : 01777717598
TIN : 158250574642
NID/Passport No. : 19922691634000138
Nationality : Bangladeshi
4 Name : Maxcom International BD Ltd. Director 2000000
Represented by: Mr. Abul Mansur Ahmed ( Twenty sd/-
Father's Name : Zamir Ahmed Lac
Mother's Name : Aysha Begum shares)
Address : 9/16, Pallabi, Mirpur, Dhaka
Date of Birth : 30-OCT-59
E-mail : [email protected]
Phone : 01711565703
TIN : 429301267358
NID/Passport No. : 7792092228
Nationality : Bangladeshi
5 Name : Syeda Kaniz Fatema Share 50000
Father's Name : Late Sayed Golam Quader Holder ( Fifty sd/-
Mother's Name : Late Sayed Badunnisha Quader Thousand
Address : BSCIC Electronic Complex, Level-5, shares)
Plot No. 1/1, Road -3, Avenue-4, Section-7,
Mirpur, Dhaka
Date of Birth : 20-APR-64

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
E-mail : [email protected]
Phone : 01731970608
TIN : 266457596900
NID/Passport No. : 2691649109260
Nationality : Bangladeshi
6 Name : Abul Mansur Ahmed Share 50000
Father's Name : Zamir Ahmed Holder ( Fifty sd/-
Mother's Name : Aysha Begum Thousand
Address : 9/16, Pallabi, Mirpur, Dhaka shares)
Date of Birth : 30-OCT-59
E-mail : [email protected]
Phone : 01711565703
TIN : 429301267358
NID/Passport No. : 7792092228
Nationality : Bangladeshi
7 Name : Ziaul Islam Share 50000
Father's Name : Tajul Islam Holder ( Fifty sd/-
Mother's Name : Hasne Ara Islam Thousand
Address : House-13, Road-10, Sector 6, Uttara, shares)
Dhaka
Date of Birth : 11-AUG-65
E-mail : [email protected]
Phone : 01916719529
TIN : 452081117166
NID/Passport No. : 1476018690
Nationality : Bangladeshi
8 Name : Ehsan Majid Share 50000
Father's Name : Enamul Majid Holder ( Fifty sd/-
Mother's Name : Late Maksuda Arju Ara Thousand
Address : Flat 5B House - 127, Road 9/A, shares)
Dhanmondi Decent, Dhanmondi, Dhaka
Date of Birth : 09-NOV-92
E-mail : [email protected]
Phone : 01777717598
TIN : 158250574642
NID/Passport No. : 19922691634000138
Nationality : Bangladeshi
9 Name : Ghulam Faruque Share 50000
Father's Name : Md. Sujat Ali Sarkar Holder ( Fifty sd/-
Mother's Name : Mst. Lutfun Nahar Thousand
Address : Plot 571, Road 9, Block -GBusundara shares)
R/A, , Dhaka
Date of Birth : 01-NOV-59
E-mail : [email protected]
Phone : 01819230955
TIN : 166235422209
NID/Passport No. : 2699238610526
Nationality : Bangladeshi
10 Name : Afrida Mashnoon Share 50000
Father's Name : Kamrul Islam Holder ( Fifty sd/-
Mother's Name : Syeda Kaniz Fatema Thousand
Address : Flat 5B, House -127, Road 9/A, shares)
Dhanmondi Decent, Dhanmondi, , Dhaka
Date of Birth : 01-JAN-90
E-mail : [email protected]
Phone : 8801816788952
TIN : 721594897604
NID/Passport No. : 2691649109259

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
Nationality : Bangladeshi

11 Name : Junayet Hossain Khan Share 50000

Father's Name : Dilshad Hossain Khan Holder ( Fifty sd/-
Mother's Name : Afroza Kohinoor Thousand
Address : Flat-3AB, House-273, Road-1/B, shares)
Block-B, Bashundhara R/A, Dhaka
Date of Birth : 08-JUL-91
E-mail : [email protected]
Phone : 01682626718
TIN : 720417842731
NID/Passport No. : 8255563812
Nationality : Bangladeshi
12 Name : Nabila Mashnoon Share 50000
Father's Name : Kamrul Islam Holder ( Fifty sd/-
Mother's Name : Syeda kaniz Fatema Thousand
Address : Flat-3AB, House-273, Road-1/B, shares)
Block-B, Bashundhara R/A, Dhaka
Date of Birth : 22-OCT-93
E-mail : [email protected]
Phone : 01674545613
TIN : 483661511897
NID/Passport No. : BT0562072
Nationality : Bangladeshi
13 Name : Syed Ghulam Dastagir Share 50000
Father's Name : Syed Golam Jilani Holder ( Fifty sd/-
Mother's Name : Mafroza Begum Thousand
Address : House: 17, (Apt: 502) Road: 27, shares)
Block: J, Banani, Dhaka
Date of Birth : 07-MAY-84
E-mail : [email protected]
Phone : 01711228870
TIN : 729100754990
NID/Passport No. : 2699501915960
Nationality : Bangladeshi
14 Name : Shadman Bin Zahir Share 50000
Father's Name : Zahirul Islam Holder ( Fifty sd/-
Mother's Name : Ayesha Afsari Thousand
Address : House: 30, Road: 1, Sector: 5, shares)
Uttara, Dhaka
Date of Birth : 06-OCT-94
E-mail : [email protected]
Phone : 01782657230
TIN : 189003388836
NID/Passport No. : 8215702039
Nationality : Bangladeshi
15 Name : Rehnuma Chowdhury Share 50000
Father's Name : Hassan Shahidullah Holder ( Fifty sd/-
Mother's Name : Nahid Iftekhar Thousand
Address : House -15, Road - 35, Sector - 7, shares)
Uttara, Dhaka
Date of Birth : 03-MAR-86
E-mail : [email protected]
Phone : 01762539478
TIN : 649093248433
NID/Passport No. : 4154924882
Nationality : Bangladeshi

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
16 Name : Mashnoons Limited Represented by : Share 2000000
Syeda Kaniz Fatema Holder ( Twenty sd/-
Father's Name : Late Sayed Golam Quader Lac
Mother's Name : Late Sayed Badunnisha Quader shares)
Address : BSCIC Electronic Complex, Level-5,
Plot No. 1/1, Road -3, Avenue-4, Section-7,
Mirpur, Dhaka
Date of Birth : 20-APR-64
E-mail : [email protected]
Phone : 01731970608
TIN : 266457596900
NID/Passport No. : 2691649109260
Nationality : Bangladeshi
17 Name : MZ Advisory Services Limited Share 100000
Represented by: Mr. Zerif Aftab Holder ( One Lac sd/-
Father's Name : A K M Aftab Ul Islam shares)
Mother's Name : Towfika Aftab
Address : MZ Advisory Services Limited, Z
Tower, House -04 (5th floor), Road-132,
Gulshan- 1, Dhaka
Date of Birth : 21-JAN-85
E-mail : [email protected]
Phone : 01912004044
TIN : 543994307220
NID/Passport No. : 2826653749
Nationality : Bangladeshi
18 Name : Merit Trade International Ltd. Share 500000
Represented by: Shahana Ferdous Holder ( Five Lac sd/-
Father's Name : Md Shafiqul Rahman shares)
Mother's Name : Late. Bilkis Banyu
Address : 27/17 Sher Shah Suri Road,
Mohammadpur - 1207, Dhaka
Date of Birth : 01-FEB-75
E-mail : [email protected]
Phone : 01712855426
TIN : 253261635717
NID/Passport No. : 2831947615
Nationality : Bangladeshi

Witness 1 Witness 2

Name : Jibon Chandra Das Name : Md. Hasnine Reza

Address: Z-Tower (5th floor), Plot # 4 Road Address: Z-Tower (5th floor), Plot # 4 Road #
# 132, 54, Gulshan Avenue, 132, 54, Gulshan Avenue, Gulshan-1,
Gulshan-1, Dhaka-1212 Dhaka-1212
Phone : 01814213124
Phone : 01757256857
NID : 19822693622451201 NID : 2694814905217

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