Issue No.

295286 Date: 27/04/2022

THE COMPANIES ACT, 1994

(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

&

ARTICLES OF ASSOCIATION

OF

GLOBAL CONSOLIDATORS
(BANGLADESH) PVT. LTD.

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 THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION
OF
GLOBAL CONSOLIDATORS (BANGLADESH) PVT. LTD.

I. The name of the company is GLOBAL CONSOLIDATORS (BANGLADESH) PVT. LTD.

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 business of Freight Forwarding, clearing and forwarding agent and to

buy, construct, lorries ship, boats, vessels, barges, and to establish and maintain
lines of steam and other ships and vessels between any ports which may
agreements with other shipping lines, carriers and agents and to carry the same
into effect with or without modifications and generally to transport passengers,
mails troops, cargos and other produce and merchandise of all kinds. To engage in
business as ship owners, lighterage owners, ship brokers, shipping agents,
shipwrights, stevedores, shipping contractors, dredgers, barge owners and general
traders, warehouse owners, commission agent, and/or indenting agents. To carry
on all or any of the business of carrier in inland water and/or on high sea, and/or in
the territorial waters of any other nations of the world.
2 To carry on the business of merchandising, general trading, export, import of all
commercial permissible items, dealers, indentures, contractor, general supplier,
buying and selling agents, wholesale and distributors, carrying of all and every kind
of products, goods substance and materials. To enter into collaboration
arrangement of joint venture with any other local or foreign company or jointly or
by the way of agreement with or without equity participation as may be in the
interest of companys business. To take lease, hire purchase or acquire and
maintain any land, rights over or connected with lands, buildings, works, plants,
machinery, apparatus, stocks in trade and immovable or movable property, any
patents, inventions, rights or privileges which may deem necessary for any
business which the company is authorized to carry on or turn to account.
3 To manufacture, import, export, buy, sell, exchange, alter improve, maintain for
market and otherwise deal in all kinds of parts, machinery, stores spare parts,
tools, utensils, chemicals, coal, stone, cement, marble, pipes, wire nets, tiles,
ceramics of all kinds of other engineering and electrical, Information technology
(IT) related materials convenient for carrying on any of the above specified
business. To carry on the business and setup of all types of shoes, lather
industries buying agent of located anywhere in the world dealing leather goods of
all types. To acquire and undertake all or any part of the business and also enter
into partnership or any other agreement for sharing profit union of interest or
amalgamation with any person or company, firm carrying on engaged in any
business which the company is authorized carry on.
4 To set up modern Composite, Knit Garments, Textile, Spinning Mills with all modern
technical knowhow and facilities in any part of Bangladesh. To carry on the
business as Garments Buying house, buying and Selling Agents, Trading, Indenting,
Commission Agents and to import, export, buy, sell and deal in and with whether as
principals, agents, brokers or otherwise with substances and articles of all types of
Garments materials or products. To establish Garments manufacturing industries for
producing all kinds of readymade garments and accessories which using in garments
industries, and other all sorts of packing materials buy, sale, import, export above
materials and products. To send out to foreign countries employees, member of the

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 company or others in order to train them or make them expert in conducting
business and to brings technicians, chemist, engineers and experts from abroad.
5 To establish five-star category resorts, residential hotel, motel, guest house,
resort, rest house, restaurant, tourism, catering, café,convention conference
Centre, private picnic spots and amusement park, tourism activities both local
foreign collaboration in Bangladesh or abroad and carry-on business of general sales
agency, , shipping agent, travel and tour operations, hotel booking, IT park, air
ticketing for airlines. To set up Cottage Industry to manufacture various kinds of
Shari, lunge, bed cover, pillow cover, ladies and gents trousers, shirts, children
wear, gents wear, female wear, socks, hooks, buttons, tailors, sweaters, jackets or
all kinds of goods materials, machineries for the local and foreign joint venture. To
set up engineering workshop, plastic industry, Fertilizer, pharmaceutical industry,
paper mills, re-rolling mills, chemicals processing industry of any nature as is
profitable to the company.
6 To carry on the business of buying, selling, breaking, distributing of ship, vessels,
barges, steamers, boats and other steel products. To carry on the business of road
transportation in land, coastal ships, coastal tankers, ocean going ships and
tankers, inland and deep-sea fishing trawlers. To carry on the business of
manufacturer, exporter, importer, indenting, dealer of motor cars, trucks, buses,
coaches, covered van, Cargo containers and all other types mechanically propelled
vehicles, engines, electric motors of all sorts. Due to carry on business to appoint
agent, managers and secretaries and set up branches and agencies of the
company in Bangladesh and abroad. To carry on the business of ship builders and
repairers and/or refilters of ship, vessels and air crafts, engines and any part s
required for ships or vessels.
7 To carry on the business of real estate, housing and apartment Developer,
Contractor, Construction, Building Construction and to do and carry on the
business of buyer, seller of flats, apartment, buildings rooms, huts Agency, Travel
Agency, Garments and Garments Accessories, Transport, Transport Agency, Dock
Yard, Shipping, Machine Tools Selling, Scrap Ship Breaking, Scrap Plastic Selling
and to undertake construction of super market, shopping Centre, shopping
complex, community centers. 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, water supply, sewerage installations and to deal
with the same in any manner.
8 To attain the business objectives company may enter into Partnership, Joint-
venture, take over or Amalgamate with any other company and also to take Loans
from Bank/other Financial Institutions in such a manner as may company thinks fit.
9 To mortgage the property and assets of the company as securities for loans and/or
any credit facilities to be given to any associate company or companies or third
party and also to give guarantee securing liabilities of such associate company or
companies and/or third party.
IV. The liability of the members of the company is limited by shares
V. The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided
into 100000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) 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 : PANDIKADAVIL UNNIKRISHANAN Chairman 4700
JAYAPRAKASH ( Four sd/-
Father's Name : Late T A Unnikrishnan Thousand
Mother's Name : Pandikadavil Devaki Seven
Address : 37A, TOH CRESENT, Singapore- Hundred
507947, N/A shares)
Date of Birth : 25-APR-65
E-mail : [email protected]
Phone : 6598177292
TIN :
NID/Passport No. : S2714575B
Nationality : Singaporean
2 Name : PRAKASH SANILA JAYA Managing 100
Father's Name : Kunnath Narayan Kutty Nair Director ( One sd/-
Mother's Name : Late Vimalamamma Kutty Hundred
Address : 37A, TOH CRESENT, Singapore- shares)
507947, N/A
Date of Birth : 03-FEB-71
E-mail : [email protected]
Phone : 6598177292
TIN :
NID/Passport No. : K6618879
Nationality : Indian
3 Name : JAYANTI ROY Director 5000
Father's Name : Binod Bihari Pal ( Five sd/-
Mother's Name : Soroj Nalini Pal Thousand
Address : Nilachal Complex, House-16/A, Flat- shares)
5B, Road-9/A, Post: Jhigatola, P.S.- Dhanmondi,
Dhaka-1209, Dhaka
Date of Birth : 25-FEB-48
E-mail : [email protected]
Phone : 01711-521795
TIN : 451933159457
NID/Passport No. : 462 135 6817
Nationality : Bangladeshi
4 Name : JAYESH PRAKASH Director 100
Father's Name : Pandikadavil Unnikrishnan ( One sd/-
Jayaprakash Hundred
Mother's Name : Sanila Jaya shares)
Address : 37A, TOH CRESENT, Singapore-
507947, N/A
Date of Birth : 04-OCT-96
E-mail : [email protected]
Phone : 6598177292
TIN :
NID/Passport No. : S9673041A
Nationality : Singaporean
5 Name : AMITAVA ROY Director 100
Father's Name : Ajoy Kumar Roy ( One sd/-
Mother's Name : Jayanti Roy Hundred
Address : Nilachal Complex, House-16/A, Flat- shares)
5B, Road-9/A, Post: Jhigatola, P.S.- Dhanmondi,
Dhaka-1209, Dhaka
Date of Birth : 17-MAY-74

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
E-mail : [email protected]
Phone : 01711-521795
TIN : 315229265440
NID/Passport No. : 643 714 8619
Nationality : Bangladeshi

Witness 1 Witness 2

Name : Monirul Islam, B.A (Hon¿s), M.A, LL.B Name : Bidhan Kumar Das, CA(CC), LL.B, ITP

Address: Silver Rain, 48 Bijoynagar, (3rd Address: Skylark Point, (4th Floor), 24/A,
Floor), Dhaka-1000 Bijoynagar, Dhaka-1000
Phone : 01731647964 Phone : 01722-620618

NID : 19907915834000155 NID : 8192214341492

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

ARTICLES OF ASSOCIATION
OF

GLOBAL CONSOLIDATORS (BANGLADESH) PVT. LTD.

PRELIMINARY

1. The Regulations contained in the schedule-1 of the companies Act, 1994 shall apply
to this company with respect to such provisions as are applicable to a Private
Limited Company, so far only as they are not negative or modified by or are not
contained in the following articles or any other articles that may from time to time
be framed by the company.

INTERPRETATION

2. In headlines here to shall not affect the construction hereof, and in these Articles
unless the content otherwise requires expressions defined in the companies Act (as
defined below) shall have the meanings so defined and in particular: (a) Words
importing the singular shall include the plural and vice-versa, words importing
masculine gender shall include females and words importing words shall include
associations and corporations. (b) The Company Act means the companies Act 1994
and includes any statutory modification or amendment thereof. (c) The Company
means GLOBAL CONSOLIDATORS (BANGLADESH) PVT. LTD. (d) The Office means the
registered office for the time being of the Company.

3. (e) Capital means the capital for the time being raised or authorized to be raised for
the purpose of the company. (f) Share means any share for the time being of the
capital of the company. (g) Members mean a member of the company as defined by
section 32 of the companies Act. (h) Register or Members means the Register of
Members to be kept pursuant to section 34 of the companies Act. (i) Director means
the director for the time being of the company and includes Alternate Director. (j)
Paid up includes credited as paid up. (k) Registrar" means the Registrar of the joint
stock companies & firms of Bangladesh. (l) These presents mean the Memorandum
of Association of the company as amended from time to time and the Articles of
association means all supplementary, substituted and amended articles.

4. (a) These Articles means the Articles of Association as originally formed or as

altered from time to time in accordance with the companies act and the regulation
of the company for the time being in force. (b) Dividend includes bonus. (c) The
Expression Special Resolution and Extra Ordinary Resolution have the meanings
assigned thereto respectively by section 87 of the Companies Act. (d) Month and
Year means English calendar month and English calendar year respectively. (e) In
writing or written means and include words printed, typed, lithographed represented
in any mode in a visible form. (f) Bank" means any scheduled Bank.

PRIVATE COMPANY

5. The Company is a Private Limited Company within the meaning of Section 2 (1)
under Clause (Q) of the Companies Act, 1994 and accordingly the following shall
apply: a) No invitation shall be issued to the public to subscribe for any shares and
debenture of the Company. b) The number of the members of the Company
(exclusive of persons in employment of the Company) shall be limited to fifty
provided that for the purpose of this provision where two or more persons hold one
or more shares jointly in the Company they shall be treated as single member. c)

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 The right to transfer shares in the Company is restricted in the manner and to the
extent hereinafter appearing.

BUSINESS

6. The Business of the Company shall include all or any of several objects as expressed
in the Memorandum of Association.

SHARE CAPITAL

7. The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided
into 100000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) each With
power to increase or reduce the capital and to divide the share into different
classes to attach thereto any special rights or privileges, or conditions as regard
dividends, repayment of capital voting or otherwise or to consolidate or sub-divide
the shares. The shares shall be under the control of the Directors, who may allot for
consideration other than cash or otherwise dispose of the same to such person in
such manner or on such terms and conditions as the Directors think fit.

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

SHARE CERTIFICATE

9. The certificate of title to share and duplicate thereof whenever necessary shall be
issued to the members of the company and shall be signed by the Chairman and
Managing Director of the company. If any share certificate is defaced, worn out,
destroyed or lost, it may be re-issued on such evidence being produced and such
indemnity (if any) being given as the Directors require and (in case of defacement or
wearing out) on delivering of the old certificate and on payment of such sum not
exceeding Tk.5.00 as the Directors may from time to time require.

LIEN

10. The company shall have a first and paramount lien upon all the shares (whether fully
paid or not) registered in the name of each member (whether solely or jointly with
others) for his debts, liabilities and engagements whether solely, jointly with any
other person to or with the company whether the period of payment, fulfillment or
discharge thereof shall have actually arrived or not and such lien shall extent to all
dividend from time to time declared in respect of such shares, but the Directors may
at any time declare any Shares to be exempt wholly or partially from the provisions
of this Article.

FORFEITURE, SURRENDER AND LIEN

11. If A member fails to pay any call or installment of a call on the day fixed for
payment thereof, the directors may thereafter during such time as any or all such
calls or installment remained unpaid, served 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 within reasonable time which shall be not less than fourteen days from
the date of notice and stating that in the event of nonpayment on or before the
time so appointed the shares in respect of which the notice is give, will be liable to
be forfeited. In case of failure to company with requirement of such notice, the
shares in respect of which the notice was given may at any time hereafter be

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 forfeited by a resolution of the directors.

12. A forfeited share be deemed to be the property of the company and may be sold or
otherwise disposed of on such terms and in such manner as the directors think fit
and at any time before such sale or disposition, the forfeiture may be canceled on
such terms as the director deem reasonable. A person whose shares have been
forfeited shall case to be a member in respect of the forfeited shares but not
withstanding remain liable to pay to the company all moneys which, at the of
forfeiture were presently payable by him in respect of those shares but his liability
shall cease if and when the company receive payment in full of the nominal amount
of the shares.

TRANSFER AND TRANSMISSION OF SHARES

13. The share of the Company shall be transferred in the usual common Form or in any
other Form as may be approved by the Directors. The instrument of transfer of any
share of the Company shall be executed both by the transferor and the transferee
and lodged at the registered office of the Company along with the share certificate.
The transferor shall be deemed to remain as the holder of this Share until the name
of the transferee is entered in the Register of Members. The legal heirs, successors,
executors, administrators or assigns of a deceased sole holder of a share shall be
the only person recognized by the Company having any title of the share.

14. Any person entitled to a share in consequence of death or insolvency of a member

shall upon such evidence being produced as may be required by the Directors, have
the right to be registered as a member in respect of that share. Any share may at
any time subject to the approval of the Directors, be transferred by a member to his
wife or her husband or to his or her sons, daughters, father, mother or brother.
Subject to the provisions mentioned above shares of the Company shall not be
transferred by a member to any person so long as the existing members are willing
to purchase the same or so long as a member or any other person selected by the
Directors is willing to purchase the same at a reasonable price fixed by the
transferor & transferee mutually.

15. The Directors may decline to register any transfer of share to a person whom they
do not approve for any reason which may appear to them just and proper in the
interest of the company. The Directors are not bound to disclose or assign any
reason for their refusal to register any transfer of share.

INCREASE OF SHARE CAPITAL

16. The Directors may, with the sanction of any ordinary resolution of the Company
previously passed in a general meeting increase its share capital by the issue of the
new shares. Such increase is to be of such amounts and to be divided into shares of
such respective value as the Company in general meeting may direct and if no
direction be given then as the Directors shall think fit.

ALTERATION OF CAPITAL

17. The Director may, with the sanction of the Company in General Meeting increase the
share capital such sum, to be divided into shares of such amount, as the resolution
shall prescribe. The company may, by special resolution, reduce its share capital in
any manner and with and subject to any incident authorized and consent required
by law.

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 BORROWING POWERS

18. Subject to approval of the Board of Directors, the Managing Director, may from time
to time, raise or borrow any sums of money on behalf of the Company from Banks,
Firms, Companies, Financial Institutes or from any Directors, Members or other
persons, and he may from time to time secure the payment of such sum or sums of
money at such time or manner or upon such terms and conditions in all respects as
he thinks fit, and in particular, by the creation of mortgage or charge or
undertaking, on Company¿s property (both present and future), including its
uncalled capital for the time being of the Company, perpetual or redeemable, to
secure guarantee or any interest payable thereon, with power to the Directors to
indemnify the guarantors from or against any liability under guarantee, or by means
of mortgage, or hypothecation of or charge upon any property and assets of the
Company- movable, immovable or otherwise (both present and future), including its
uncalled capital.

GENERAL MEETING

19. The general meeting of the company shall be held within eighteen months from the
date of incorporation of the company and thereafter once in every calendar year
(not being more than fifteen months after holding of the last preceding general
meeting) at such time and place as may be decided by the Directors of the
company. The above-mentioned general meeting shall be called ORDINARY GENERAL
MEETING and all other general meeting of the company shall be called EXTRA-
ORDINARY GENERAL MEETING. The Directors may at any time call an extra-ordinary
general meeting and an extra-ordinary general meeting may also be called on
requisition made by the shareholders in accordance with the provisions of section 84
of the companies Act 1994.

PROCEEDING AT GENERAL MEETING

20. Subject to the provision of section 87(2) of the Companies Act, relating to special
resolutions at least fourteen days notice specifying the place, the day and the hour
of the general meeting and in case of special business, the general nature of such
business, shall be given to the members in such manner as may be prescribed by the
company in a general meeting, but accidental omission to give such notice, to or
non-receipt of such notice by any member shall not invalidate the proceedings of
the general meeting. A general meeting may, with the consent in writing of all the
member be convened by a shorter notice and in any manner they think suitable. No
business shall be transacted at any general meeting unless the quorum of members
is present at the time when the meeting proceeds to transact business. Two
members personally present shall form the quorum of any general meeting.

CALL ON AND FORFEITURE

21. The joint holders of shares shall be individually as well as jointly liable for the
payment of any call or installment due in respect of the share held by them. The
directors may from time to time, make call upon the members in respect of any
money remaining unpaid on the shares held by them and no call shall be less than
twenty five percent of the nominal value of the share and each member shall
subject to receive fourteen days notice specifying the time and place of payment,
pay to the company the amount called on his share at the time and place so
specified in the notice, if the requirement of the notice as aforesaid is not complied
with any share in respect of which the notice has been given may at any time
there after be forfeited by a resolution of the board of directors to that effect.

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

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 QUORUM (AGM)

23. 3 (Three) Members present in person and qualified to vote shall form a Quorum in
any general meeting. Whenever the Board of Directors think it necessary, it may call
a General Meeting, whether ordinary or extra-ordinary at such time (subject to the
provisions of Section 84 of the Act) and place as the Board thinks fit.

24. Whenever the Board of Directors think it necessary, it may call a General Meeting,
whether ordinary or extra-ordinary at such time (subject to the provisions of
Section 84 of the Act) and place as the Board thinks fit. If, within half an hour from
the time appointed for the holding a meeting of the Company, a quorum is not
present, the meeting shall stand adjourned to the same day in the next week at the
same time and place, or to such other day and at such other time and place as the
Board may determine.

QUORUM (Board Meeting)

25. 3 (Three) Directors present in person and qualified to vote shall form a Quorum in
any Board meeting. Whenever the Board of Directors think it necessary, it may call a
General Meeting, whether ordinary or extra-ordinary at such time (subject to the
provisions of Section 84 of the Act) and place as the Board thinks fit.

26. Whenever the Board of Directors think it necessary, it may call a Board Meeting,
whether ordinary or extra-ordinary at such time (subject to the provisions of
Section 84 of the Act) and place as the Board thinks fit. If, within half an hour from
the time appointed for the holding a meeting of the Company, a quorum is not
present, the meeting shall stand adjourned to the same day in the next week at the
same time and place, or to such other day and at such other time and place as the
Board may determine.

VOTE OF MEMBERS

27. On a show of hands every member present in person and entitled to vote shall have
one vote and upon a poll every member present in person or by proxy or power of
attorney shall have one vote in respect of every share hold by him. On a poll, vote
may be given either personally or by a proxy or under a power of attorney or by a
person appointed under Section 86 of the Companies Act, 1994 A proxies must be a
member of the Company. No member shall be entitled to vote at any general
meeting unless all calls or other sums presently payable by him to the Company in
respect of the share held by him has been paid.

28. Any person entitled under the transmission clause to the transfer of any share, may
vote at any general meeting in the same manner as if he were the registered holder
of such share provided that 72 hours at least before the time of holding the meeting
or adjourned meeting as the case may be at which he proposes to vote he shall
satisfy the Directors of his rights as transferee to such shares unless the Board of
Directors or the Chairman shall have previously admitted his right to vote as such
meeting in respect thereof.

DIRECTORS

29. 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.

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 1. PANDIKADAVIL UNNIKRISHANAN JAYAPRAKASH
2. PRAKASH SANILA JAYA
3. JAYANTI ROY
4. JAYESH PRAKASH
5. AMITAVA ROY

QUALIFICATION SHARES

30. The qualification of a Director shall be holding of share of 100 (One Hundred)
ordinary shares of Tk.100/- each in the Share Capital of the Company in his/her own
name alone and not jointly with any others. The remuneration of a Director shall not
exceed Tk.10,000/- (Taka ten thousand) each for meeting of the Directors attended
by him together with such traveling and other expenses as may be incurred for
attending the meeting.

31. If any Director be called upon to perform any extra service or to make any special
exertion for the Company, the Directors so doing may be remunerated either by a
fixed sum or by a percentage on the profit of the Company as may be decided by
the Company in General Meeting. Every Director shall vacate his office in the event
of: (a) He is failing to obtain the qualifying share. (b) He becoming bankrupt or
insolvent or on becoming unsound mind. (c) He resigning from the office by giving
notice in writing to the company. (d) And if he acts in contravention of the section
86(f) of the Companies Act 1994.

REMUNERATION OF DIRECTORS

32. Unless otherwise determined by the company in a general meeting each Director
shall receive a sum not exceeding Tk. 1,000/- (Taka One Thousand) only for every
meeting of the Board of Director attended by him/her with such traveling allowances
and other expenditures as may be incurred by the him/her for attending such
Meetings.

33. If any Directors, when willing to be called upon perform any extra services, or to
make any special exertion for any the purpose of the Company, the company may
remunerate the Directors so doing either by a fixed sum or by a percentage on the
net profit or otherwise as may be decided by the company in general meeting and
such remuneration shall be in addition to the remuneration stated in Articles 28
above.

34. As per provision of section 90 & 91 of the Companies Act, the Board of Director or
Directors who shall retire from the office of the Directors at the next ordinary
general meeting provided that a result of such appointment, the total number of
Directors shall not exceed the maximum number fixed by the Articles

POWER OF DIRECTORS

35. 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

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 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.

36. 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: - (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, rights or privileges that the Company is
authorized to acquire at such price and generally on such terms and conditions, as
they think fit. (c) 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.

37. (a) 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.
(b) 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. (c) 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.

38. 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.

DISQUALIFICATION OF DIRECTORS

39. In provision of Section 108(1) and 94 (1) of the Companies Act, 1994, the office of
the Directors shall be vacated if he/she. a) Fails to obtain within the time specified
in provision of Section 97(1) of the Companies Act, 1994 or any time thereafter
ceases to hold the share qualification necessary for his/her appointment, or b) He/
she is found to be a person of unsound mind by a court of competent jurisdiction, or
c) He/ she is adjudged insolvent, or d) He/ she fails to pay calls made on him in
respect or shares held by him within six months from the date of such calls being
made, or e) Absent himself /herself from three consecutive meetings of the directors
or from all meetings of the Directors for a continuous period of three months
whichever is longer without leave of absence from the Board of Directors removed
from the Directorship by an extra-ordinary resolution.

CHAIRMAN

40. PANDIKADAVIL UNNIKRISHANAN JAYAPRAKASH shall be present Chairman of the

Company initially for five (5) years and he will remain as such unless he voluntarily
resigns or otherwise becomes disqualified to be Director of the Company in
accordance with the provisions of The Companies act, 1994. After the expiry of the
tenure, the Board of Directors may renew for further period of tenure of maximum 5
years which shall be approved by the next Annual General Meeting. For the services

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 rendered by the Chairman he shall draw such monthly remuneration and other
allowances as may be decided by the Board of Directors from time to time. He will
preside over all the meetings of the Board of Directors as well as General Meeting.

MANAGING DIRECTOR

41. PRAKASH SANILA JAYA shall be present Managing Director of the Company initially
for five (5) years and he will remain as such unless he voluntarily resigns or
otherwise becomes disqualified to be Director of the Company in accordance with
the provisions of The Companies Act, 1994. After the expiry of the tenure the Board
of Directors may renew for further period of tenure of maximum 5 years which shall
be approved by the next Annual General Meeting. For the services rendered by the
Managing Director he shall draw such monthly remuneration and other allowances as
may be decided by the Board of Directors from time to time. He shall perform such
functions as may be entrusted upon him by the Board from time to time.

POWER OF MANAGING DIRECTOR

42. Subject the control and supervision of the Board of Directors the Chairman,
Managing Director will run the day-to-day affairs of the Company under the
supervision of the Board of Directors. To generally manage all concerns and affairs
of the Company, to appoint employees, officers, agents, advisers, organizers,
engineers, scientists, technicians, labors, servants, messengers, peons, guards and
others for the purpose of the Company, to remove or dismiss them and to appoint
others in their place and to pay or cause to pay such salaries, wages, commission,
allowances or other remuneration as may be deemed fit and proper and in particular
to sanction and spend the preliminary expenses of the Company and to promote,
demote, punish, sack, transfer or re-designate any employee.

43. To sign documents on behalf of the Company or to delegate the power to any
Director, officer, person or attorney and subject to approval of the Board of
Directors to give General Power of Attorney on behalf of the Company. To borrow
and raise any sum of money by loan or otherwise on mortgage or hypothecation on
such securities and terms as he may deem fit and execute, sign, seal or deliver all
necessary documents or do any act in this behalf. To purchase, sell, left out,
exchange, or otherwise dispose of absolutely or conditionally property and asset of
the Company for the purpose of the Company subject to the approval of the Board
of Directors. To settle, compound, submit to arbitration and/ or to withdraw actions,
accounts, claims, demands whatsoever whether arising in any legal proceeding or
not.

44. Subject to the approval of the Board of Directors, purchase or otherwise acquire or
sale or otherwise handover at such prices and generally on such terms and
conditions as he may deem fit any property, right, privileges and concessions as the
Company is authorized to acquire and he may invest the reserve fund of the
Company or dispose of the same on behalf of the Company as he may deem fit and
proper. To execute and to do, in the name of the Company, all such deeds and
things as are necessary for welfare of the Company and to sign and to verify
plaints, written statements, petitions, vakalatnamas authorizing legal practitioners
to act on behalf of the Company in all courts (civil, criminal) within Bangladesh or
abroad.

MANAGEMENT

45. For the services to be rendered by the Managing Director He will receive such
remuneration whether as salary or commission or participation in the profits of the
Company or partly in another as decided by the Company in the general meeting

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 held subsequent to his assumption of office.

BANK ACCOUNT

46. 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 Managing
Director & Chairman or as per decision by the Board of Directors of the company.

ADVISOR

47. The Board of directors may from time to time appoint any suitable and acceptable
person s) as Advisor of the company and fix up his remuneration.

NOTICE

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

ANNUAL RETURNS

49. The company shall comply with the provision of section 36 of the company¿s act
1994 as the making of annual returns.

DIVIDEND AND RESERVE

50. The company and Annual general Meeting 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 it. No dividend shall be payable except out of the profits of the
company of the year or any other undistributed profits and no dividend shall carry
interest as against the company. The Board of Directors shall have absolute
discretion as to the employment of the reserves created out of the net profit of the
Company and in declaring fully paid bonus share out of profits. the board of
directors may from time to time pay to the members such interim dividends as
appear to the directors justified by the profits of the company.

CAPITALIZATION OF THE RESERVE

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

ACCOUNTS AND AUDIT

52. The Directors shall maintain true accounts to be kept (in provision of section 181 &
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 all 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 in 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 and their

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 signature/approvals.

53. 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 of sections 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 they fix the remuneration of
any auditor appointed by the Board of Directors.

INDEMNITY

54. The Chairman, Managing Director, Deputy Managing Director any Director,
Secretary, Staff, Officer, Consultant, any Member or any other person working for
the Company shall be indemnified by the Company against any penalty, losses or
costs, they may incur or become liable to, as a result of any Contract entered into
or any act or deed done, while acting in good faith and in the fund with priority over
other claims for payment by any other party or at the time of winding up, but the
Company shall not be liable for any loss by any person due to his own dishonesty, ill
motive or willful neglect.

55. Every Director, Managing Director, Manager, Auditors, Accounts Officers, Agents or
other persons employed in the business of the Company shall have to observe strict
secrecy with respect to all business and transactions of the Company with
individuals, and in all matters relating hereto, and shall pledge himself not to reveal
any of the matters which may come to his knowledge during the discharge of his
duties except when required to do so by a 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 of the provisions or laws of these Articles.

SECRECY

56. The Chairman, Managing Director, Director, Advisor, manager, Secretary, Auditors
Accountants, Officers, Agents or other person employed in the business of the
Company shall have to observe strict secrecy respecting all matters which may
come to his knowledge in the discharge of the duties when required to do so by
resolution of the company or by court of law or where the person connected is
required to do so in order to comply with any provision of the law or in these
presents.

ARBITRATION

57. If and whenever any difference shall arise between the Company and any of the
members of their representative touching the construction of any of the Article
herein contained or any Act, matter or thing made, done or omitted in regard to the
rights and liabilities arising hereunder or arising out of the regulation existing
between the parties by reason of these presents or of the statutes or any of them,
such difference shall forthwith be referred to two Arbitrators, one to be appointed
by each party and a third arbitrator may be chosen by the two Arbitrators, if
deemed necessary, before entering on the consideration in accordance with the
provisions of the Arbitration Act, 2001.

WINDING UP

58. If the Company is wounded up the surplus assets (subject to any rights attached
any special classes of shares forming part of the capital for the time being) of the
Company be applied first in the repayment of capital paid up on the ordinary shares
and the excess (if any) shall be distributed among the members in proportion to the

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 number of shares held by them respectively. The Director, the Secretaries, the
Auditors and other Officers or Servants for the time being in relation to any of the
affairs of the company be indemnified out of the assets of the Company from and
against all or any act done or omitted in or about the benefited execution of their
duty.

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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 : PANDIKADAVIL UNNIKRISHANAN Chairman 4700
JAYAPRAKASH ( Four sd/-
Father's Name : Late T A Unnikrishnan Thousand
Mother's Name : Pandikadavil Devaki Seven
Address : 37A, TOH CRESENT, Singapore- Hundred
507947, N/A shares)
Date of Birth : 25-APR-65
E-mail : [email protected]
Phone : 6598177292
TIN :
NID/Passport No. : S2714575B
Nationality : Singaporean
2 Name : PRAKASH SANILA JAYA Managing 100
Father's Name : Kunnath Narayan Kutty Nair Director ( One sd/-
Mother's Name : Late Vimalamamma Kutty Hundred
Address : 37A, TOH CRESENT, Singapore- shares)
507947, N/A
Date of Birth : 03-FEB-71
E-mail : [email protected]
Phone : 6598177292
TIN :
NID/Passport No. : K6618879
Nationality : Indian
3 Name : JAYANTI ROY Director 5000
Father's Name : Binod Bihari Pal ( Five sd/-
Mother's Name : Soroj Nalini Pal Thousand
Address : Nilachal Complex, House-16/A, Flat- shares)
5B, Road-9/A, Post: Jhigatola, P.S.- Dhanmondi,
Dhaka-1209, Dhaka
Date of Birth : 25-FEB-48
E-mail : [email protected]
Phone : 01711-521795
TIN : 451933159457
NID/Passport No. : 462 135 6817
Nationality : Bangladeshi
4 Name : JAYESH PRAKASH Director 100
Father's Name : Pandikadavil Unnikrishnan ( One sd/-
Jayaprakash Hundred
Mother's Name : Sanila Jaya shares)
Address : 37A, TOH CRESENT, Singapore-
507947, N/A
Date of Birth : 04-OCT-96
E-mail : [email protected]
Phone : 6598177292
TIN :
NID/Passport No. : S9673041A
Nationality : Singaporean
5 Name : AMITAVA ROY Director 100
Father's Name : Ajoy Kumar Roy ( One sd/-
Mother's Name : Jayanti Roy Hundred
Address : Nilachal Complex, House-16/A, Flat- shares)
5B, Road-9/A, Post: Jhigatola, P.S.- Dhanmondi,
Dhaka-1209, Dhaka

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 SL Name Position No. of Signature
No. Shares of
Taken subscribers
Date of Birth : 17-MAY-74
E-mail : [email protected]
Phone : 01711-521795
TIN : 315229265440
NID/Passport No. : 643 714 8619
Nationality : Bangladeshi

Witness 1 Witness 2

Name : Monirul Islam, B.A (Hon¿s), M.A, LL.B Name : Bidhan Kumar Das, CA(CC), LL.B, ITP

Address: Silver Rain, 48 Bijoynagar, (3rd Address: Skylark Point, (4th Floor), 24/A,
Floor), Dhaka-1000 Bijoynagar, Dhaka-1000
Phone : 01731647964 01722-620618
Phone :
NID : 19907915834000155 NID : 8192214341492

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