THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM & ARTICLES OF ASSOCIATION OF XXXXXXXXXXXXXXXXXX THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF I. II. The name of the company is XXXXXXXXXXXXXXXXXXXXXXXX. 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 domestic service as interior designers, interior decorators, architectural designers, furniture, office equipment, domestic equipment, pest control, consultants and undertake contract and provide labor for furnishing, decorating, painting, planning, clearing, polishing, maintaining and designing of furniture, artificial wood, plywood, fibers, veneers and materials required for false ceiling and other house hold articles required for decorating shops, houses, bungalows, buildings, private and public office, government department, stores, houses and factories. 2. To carry on in India or elsewhere the business to manufacture, develop, fabricate, finish, manipulate and to act as importer, exporter, buyer, seller, job worker, wooden beading and mouldings, wooden packing cases, and to carry on either alone or jointly with one or more persons, government, local or other bodies, the business of to undertake Architectural work, inter designers, erection and installation and to act as civil engineers, architectural engineers, interior decorators, consultants, advisors, contractors, turnkey contractors and managers, and to do all incidental acts and things necessary for the attainment of the above objects. 3. To undertake jobs as interiors decorators, furnishers, cleaners, repairers and render services in all other auxiliary fields and to carry on the business of manufacturing, selling, buying, letting on hire and otherwise dealing in all kinds of furniture, fioxtures, carpets, linoleums, art goods as may be required in connection with the interior decoration of flats, bungalow, row houses, and residential and commercial premises. 4. To carry on the business of interior and exterior decorator, construction contractors to furnishers, designers, consultants and planners of buildings, landscapes and to undertake the business of dealers and distributors, material required for interior decoration of residential and commercial premises. 5. To carry on the business of designers, makers, manufacturers and dealers of doors., windows, rolling shutters, door and window frames of all kinds and for all purposes made out of metal, plywood, plastic or any other materials or the combination of two or more of them and to deal in re-rolling of sections. 6. To carry on the business of marketing, import, export, manufacturing, assembling, installing, repairing, buying, selling in Bangladesh & abroad of all kinds of Aluminum/ Steel/ electrical/ electronics/ digital products, furniture and sorts of allied products, peripherals including electric/ electronic / digital equipment, air handing unit, fan coil unit, refrigerator, television, air condition, oven, water pump, motor, power generator Diesel/Gas, vertical lifter, escalators, industrial exhaust fan, all kinds of pipe, all kinds of accessories & tools, all kinds of Water filter & Dispenser. 7. To carry on the business of General Trading, Import, Export, Indenting, Contractor, Supplier, clearing & forwarding, manufacturers, representatives, commission agents, order suppliers, whole sellers, buying agents, selling agents, shipping agents, distributors, general merchants, commodities, merchandise, dealers, brokers and generally to do all acts within the opinion of the Company may be conveniently or profitable or usefully purchased and dealt with and carried on by the Company in connection with any trade or business to do all such other things as are incidental conducive to the attainment of any one of them. To carry on the business of importers and exporters of all kinds of goods and services, commodities and merchandise from and to all countries of the world. To draw, Make Accept, Endorse, Discount, Execute and issue promissory notes, bills of exchange, Bill of lading and other negotiable or transferable instruments. 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. 1,00,00,000 ( One Crore ) divided into 1,00,000 ( 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. THE COMPANIES ACT, 1994 ( ACT XVIII OF 1994 ) ( A PRIVATE COMPANY LIMITED BY SHARES ) ARTICLES OF ASSOCIATION OF XXXXXXXX PRELIMINARY The regulations contained in the Schedule-1 of the Companies Act,1994 shall not be applicable to the Company except so far as the same are expressly incorporated in, or expressly made applicable to, these Articles or by operation of the Act or applicable to a private limited company. The regulations for the management of the Company and for the observance by its members and their representatives shall, subject as aforesaid and to any exercise of the statutory powers of the Company relating to the repeal or alteration of any addition to its regulations by special resolution (as prescribed or permitted by the Act) be such as are contained in these Articles. INTERPRETATION In these Articles the following expressions shall have the following meaning unless repugnant to the subject or context. 1) Act- means the Companies Act,1994, as amended from time to time and includes any other law relating to private limited companies by share for the time being in force in Bangladesh. 2) Alternate Directormeans the Director for the time being appointed as per provision of the Companies Act. 3) Board of Directors- or the Board- means the Board of Directors for the time being of the Company. 4) Chairman- means the Chairman of the Board of Directors for the time being of the Company.5) Company- means The registered Company. 6) Directors- means the Directors for the time being of the Company or the Directors assembled at the Board or in the Board meeting. 7) Dividend- means payments to owners of shares in the Company payable from the after-tax profits of the Company. 8) General Meeting- of the Company means a meeting of the Shareholders and includes the Annual General Meeting. 9)in writing- or written shall include printing, Photostat copy or any other mode of representing or reproducing words in a tangible visible form. 10) Managing Director- means the Managing Director of the Board of Directors for the time being of the Company. 11) Management- or Management Team means the Managing Director and his immediate subordinates. 12) Month- means an English calendar month. 13) Year- means an English calendar year. 14) Office- means the registered office for the time being of the Company. 15) Ordinary Shares- means ordinary shares in the capital of the Company. 16) Ordinary Shareholder- means a registered holder for the time being of Ordinary Share(s). 17) Proxy- includes an attorney duly constituted or appointed under an instrument of proxy, power of attorney or other authority in writing. 18) Registrar- means the Registrar of Joint Stock Companies of Bangladesh. 19) Seal- means the Common Seal of the Company. PRIVATE COMPANY This Company is a Private Limited Company within the meaning of section 2(1) under clause (Q) of the Companies Act, 1994 and accordingly the following shall apply:- a) No invitation shall be issued to the public to subscribe for any share, debenture of the Company. b) The number of members of the Company (exclusive of the persons in the employment of the Company) shall be limited to fifty, provided that when two or more persons hold one or more shares in the Company jointly, they shall be treated as a single member, and c)The right to transfer shares of the Company is restricted in the manner and to the extent hereinafter provided. SHARE CAPITAL 7. The Authorized Share Capital of the Company is TK. 1,00,00,000 ( One Crore ) divided into 1,00,000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) each. with power to increase or reduce the capital and divide the shares forming the capital for the time being into several classes and to attach thereto respectively preferential, qualified, deferred or special rights or privileges or conditions as may be determined by or in accordance with the Articles of the Company and modify or abrogate any such rights, privileges and conditions as may for the time being be provided by the Articles of the Company. Subject to the provisions of the Articles, the share shall be under the control of the Directors who may allot or otherwise dispose of the same. BUSINESS 8. The business of the Company will be commenced from the date of incorporation of the Company. SHARE CERTIFICATE 9. Every person whose name is entered as a Shareholder in the Register shall, without payment, be entitled to receive one certificate under the Common Seal which shall represent the aggregate number of shares held by him and the amount paid up thereon; provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one or several joint holders shall be sufficient delivery to all. Share certificates shall be issued under the Common Seal and signed by two Directors. Every share certificate shall specify the number and the denoting numbers of the shares in respect of which it is issued and the amount paid up thereon. LIEN 10. The Company shall have a paramount lien on every share not being a fully-paid share for all moneys whether presently payable or not, called or payable at a fixed time in respect of that share, and the Company shall also have a lien on all shares other than fully-paid shares for all moneys presently payable by the holder of such shares to the Company. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share shall extend to all dividends payable thereon. TRANSFER AND TRANSMISSION OF SHARES 11. No Shareholder shall sell, assign, transfer, pledge, encumber or otherwise dispose of any or all of its shares in the Company save and except in accordance with the provisions of these Articles. If any Shareholder intends to sell, assign or transfer any share or shares of the Company, he or she shall be under an obligation to make the offer. The instrument of transfer of any share in the Company shall be executed both by the transferor and the transferee, and the transferor shall be deemed to remain holder of the share until the name of the transferee is entered in the Register in respect thereof. In the event of the death of a sole shareholder of OPC, the nominee/assignee shall be entitled to get all the shares of the shareholder and such an issue has to be informed to the register by the company itself. The nominee shall entitle to get the same dividend and other benefits as the deceased shareholder and shall be liable in the same manner. The nominee/assignee shall also nominate another person with his/ her written consent who will become the shareholder of the company in case of the death of such nominee. 12. INCREASE OF SHARE CAPITAL 13. The Directors may, with the sanction of any ordinary resolution of the Company previously passed in a general meeting increase its 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. QUORUM (AGM) 14. 2 (Two) members personally present shall form the quorum of any general meeting. No business shall be transacted at any general meeting unless the quorum of members is present at the time when the meeting proceeds Nominee Director of the company Present mandatory shall form a quorum for general meeting. GENERAL MEETING 15. The first General Meeting of the Company shall be held within 18(eighteen) months from the date of incorporation of the Company and thereafter subsequent General Meetings shall be held at least once every calendar year and not later than 15th month from the date of last preceding General Meeting, at such time and place as may be determined by the Directors. Such General Meetings shall be called "Ordinary Meetings" and all other General Meetings of the Company shall be called Extra-Ordinary Meetings. The Directors shall prepare an annual list of Members and a summary of the Company's share capital and shall forward the same to the Registrar of Joint Stock Companies in accordance with Section 36 of the Act. DIRECTORS 16. Until 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 and permanent Directors of the Company unless any one of them voluntarily resigns the said office or otherwise removed theirfrom under the provisions of Section 108(1) of the Companies Act, 1994. 1. XXXXXXXXXXXX PROCEEDING OF DIRECTORS 28. The Directors may meet together for the despatch of the business of the Company and may adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a simple majority of votes. In the event of an equality of votes, the Managing director shall have a second or casting vote. The Board will meet at least once in every 3 (three) months in a year and otherwise when duly called for in writing by a Board member. 29. A meeting of the Directors shall be called by not less than 14 (fourteen) days notice (exclusive of the day on which it is served or deemed to be served and of the day for which it is given) given in the manner provided in these Articles, and setting out the specific nature of the business to be transacted. Notice shall be given to all Directors. A meeting of the Directors called by shorter notice than 14 (fourteen) days shall, notwithstanding that it has been so called, be deemed to have been duly and properly called if it is so agreed by the Directors. Meetings of Directors may take place through conference telephone calls. 30. Subject to the provisions of the Act, any person approved by a Director to act as his Alternate Director or to represent such Director, shall, while he holds office as an Alternate Director or representative of such Director, be entitled to receive notice of Directors’ meetings and in the absence of the Director who he represents, to attend and vote thereat accordingly. QUORUM (Board Meeting) 32. 2 (Two) Directors personally present shall form the quorum of any Board meeting. No business shall be transacted at any Board meeting unless the quorum of members is present at the time when the meeting proceeds. QUALIFICATION SHARES 36. The qualification of a Director shall be holding of 100 hares of Tk. 100 each in the capital of the Company in his/her own name alone and not jointly with others. MANAGING DIRECTOR 38. Mohammad Nazrul Islam Heleli shall be the first Managing Director/CEO of the Company for 5 (Five) years from the date of incorporation of the Company and after expiration his tenure, he may be re-appointed and in case of death or resignation of the Managing Director/CEO, the Directors may appoint a new Managing Director/CEO. The Board will decide the remuneration/salary and other benefits of the Managing Director/CEO. 39. Subject to the approval of the Board of Directors, the Managing Director/CEO will be eligible to exercise any or all of the following powers, rights and authorities: 40. a) To generally manage all concerns and affairs of the Company, to appoint and employ, officers, agents, organizers, experts, engineers, scientists, workmen, technicians, day laborers servants and other for the purpose of the Company and to remove or dismiss them and appoint others in their places and to pay and allow the persons to be employed as aforesaid such salaries commissions wages of other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the Company with the approval of the Board of directors. 41. b) To borrow or raise any sum or sums of money by loan or otherwise or mortgage or hypothecation on such securities and on such terms as he may deemed fit and execute, sign, seal or deliver all necessary documents or do any other act or acts on that behalf with the approval of the Board of directors. c) To demand sue, for give effectual receipt and discharge all kinds of convenient agreement or conditions to take proceedings civil criminal or otherwise for recovery or such debts, money rent dues damage and compensations in respect of such debt. to purchase or otherwise acquire for the Company any property, rights or privileges such as the Company is authorized to acquire at such price and generally on such terms and conditions as he may think fit. 42. d) To establish branch offices agencies sub agencies in any part of Bangladesh or elsewhere on such terms as he thinks fit and close the same. to purchase, sell, let, exchange or otherwise dispose or absolutely or conditionally any property for the purpose of the Company with the approval of the Board of directors. e) To settle, compound, submit or arbitration and compromise and withdraw all actions accounts demand whatsoever arising in any legal proceeding or otherwise. to invest the reserve fund of the Company or to dispose of the same on behalf of the Company as may be deemed fit and proper by him. to execute and sign in the name of the Company all such deeds and things as are necessary for the welfare of the Company. All expenses, salaries, remuneration of company approved by the managing Director. 43. f) To give donations or subscriptions to public or other useful objects. to admit execution of documents before any Registrar or Sub-registrar and to conduct or defend any case before him. to sign and verify papers, petitions, written statements, compromise vokalatnamas, authorizing legal practitioners to act on behalf of the Company in all courts, civil, criminal or revenue and generally to do all other things for and on behalf of the Company. the Managing Director/CEO with the approval of the Board may delegate all or any of his powers to such other Director or persons as they may think fit and proper. BORROWING POWERS 44. Subject to the provisions of these Articles, the Managing Directors may from time to time at their discretion direct the Company to borrow any sum of money from sources located in Bangladesh or abroad. The Managing Directors may direct the Company to raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respect as they think fit and, in particular, by charge or other security on the undertaking or the whole or any part of the property of the Company, both present and future, including its uncalled capital for the time being. 45. If any uncalled capital of the Company is included in or charged by any mortgage or other security, the Directors may authorize the person (or any other person in trust for him) in whose favour such mortgage or security is executed to make calls on the Shareholders in respect of such uncalled capital. The provisions herein before contained with regard to calls shall apply mutatis mutandis to calls made under such authority and such authority may be made exercisable either conditionally or unconditionally, presently or contingently and either to the exclusion or otherwise of the Managing Directors power and shall be assignable if so expressed to be. 46. If the Managing Directors or any of them or any other person shall become personally liable for the payment of any sum due primarily from the Company, the Directors shall execute or cause to be executed any mortgage, charge or security over, or affecting, the whole or any part of the assets of the Company by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability. ACCOUNTS AND AUDIT 47. The auditors of the Company shall be appointed at the General Meeting of Shareholders for a period of one year at a time. The Management Team shall, under the supervision of the Board of Directors, keep and maintain complete and accurate books of accounts in which each and every transaction of the Company shall be entered fully and accurately. Such books shall be maintained in accordance with International Accounting Standards (IAS), and shall at all times be maintained at the registered office of the Company. The audited annual accounts shall be prepared in English. 49. The profit and loss accounts shall, in addition to the matters referred to in sub-section (2) of Section 185 of the Act, show arranged under the most convenient headings, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure distinguishing the expenses of the establishment, salaries and other like matters. Every item of expenditure fairly chargeable against the year’s income shall be brought into account, so that a balance of profit and loss may be laid before the General Meeting, and in cash where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with reasons stated as to why only a portion of such expenditure is charged against the income of the year. 50. A balance sheet shall be made out in every calendar year and laid before the Company in General Meeting made up to a date not more than nine (9) months before such meeting. The balance sheet shall be accompanied by a report of the Directors as to the state of the Company's affairs, and the amount, if any, which the Directors may propose to carry to a reserve fund. A copy of the balance sheet and report shall, 21 (twenty one) days before the meeting, be sent to the persons entitled to receive notices of General Meeting in the manner in which notices are to be given hereunder. The Directors shall in all respects comply with the provisions of Sections 181 to 191 of the Act, or any statutory modification thereof for the time being in force. 51. AUDIT-Once at least every year the accounts of the Company shall be examined and the correctness of the profit and loss account and Balance Sheet ascertained by one or more Auditors appointed for the purpose and the provision of 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 be fixed by them. BANK ACCOUNT 52. The Company shall open Bank Account with any Schedule Bank, Foreign Bank, Private Bank, Commercial Banks at home and abroad whenever required in connection with company’s business. The Bank Account shall be open under the Joint signature of the Managing Director and any one Director of the company or open under the signature of the Managing Director or may be decided by the Board of Directors meeting of the Company from time to time. NOTICE 53. A notice may be given by the Company to the Shareholders or the Directors either personally or through registered post to their registered addresses. The notice may be served by confirmed telex or facsimile to numbers provided by the Directors and the Shareholders to the Company for the giving of notices to them. Where a notice is sent by registered post, service of the notice shall be deemed to be effected by properly addressing, prepaying, registering and posting a registered letter containing the notice and, unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post. SECRECY 54. Each Shareholder shall, and shall cause its Affiliates and any employee, officer, director, adviser or agent of any of the foregoing to maintain confidentiality and not disclose all or any part of any information, reports, documents, specifications, blueprints, analyses, computer programs or files and/or photographs or drawings or other materials provided by any other Shareholder (a "Disclosing Shareholder"), developed by the Company (collectively referred to as the "Information"). 55. Each Shareholder shall make the Information, or any portion thereof, available to potential subcontractors or agents only with the written permission of the Disclosing Shareholder, and only on the condition that the potential subcontractor or agent executes and delivers an agreement in favour of the Disclosing Shareholder incorporating the provisions of this Article and ensures that all such Information and documents containing that Information remain the property of the Disclosing Shareholder, and informs all persons (including its employees, advisers, subcontractors or agents, and the employees of the subcontractors or agents) to whom a disclosure of Information is made, as permitted herein, of the obligations of confidentiality. INDEMNITY 58. Every Director, member of the Management Team, agent, auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under Section 396 of the Act in which relief is granted to him by the Court. WINDING UP 59. If the Company shall be wound up, whether voluntarily or otherwise, the liquidator may, with the sanction of an Extra-Ordinary resolution, divide amongst the Shareholders, in spacie or kind, any part of the assets of the Company and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefit of the Shareholders or any of them, as the liquidators, with the like sanction, think fit.