The Companies Act, 1994

............. LIMITED

A PRIVATE COMPANY
LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
 The Companies Act, 1994

(Act XVIII of 1994)

A Private Company Limited by Shares

Memorandum of Association

Of

.............. LIMITED

I. The name of the Company is ..................... LIMITED.

II. The Registered Office of the Company will be in

Dhaka, ................................................................................

III. The objectives for which the company is established are all or any of the
following provided that permission/approval/license from the Government
or its appropriate agency and the concerned local government authority
shall be obtained wherever it is so required by law, rules or regulations:

===================================================

OPTION 01: . FOR TOURISM BUSINESS

1. To promote Bangladesh as a global tourist destination and to
attract tourists to the country from all over the world and to provide all
lawful services and facilities to the tourists;

2. To provide information to tourists and tour operating companies

across the globe about events and places of interest in Bangladesh and
about available facilities and to develop and offer tour packages to them;
3. To promote domestic tourism in Bangladesh as well as outbound
tourism from Bangladesh and provide all services to them including
services abroad through partner companies or branch offices as may exist
in future;

4. To establish, set up, own, hire, operate and run tourism related
facilities in various parts of Bangladesh including but not limited to, hotels,
motels, guesthouses, resorts and any other type of accommodation that
may be required by or for tourists and visitors;

5. To set up and operate travel agencies and carry ticketing and all
other related businesses and also to enter into agreements with foreign
airlines to run their online and off line GSA or PSA in Bangladesh;

6. To adopt such means of making known the products and services

of the Company or goods and articles dealt in by the company as may
seem expedient such as by advertising, circulars, catalogues, show-cards,
posters, road shows and free samples and exhibiting and granting
rewards, presents, prizes and donations and also by such other means of
making known nationally and internationally as may seem expedient
including advertisements through internet and website;

7. To obtain license from Bangladesh Bank to deal in foreign

exchange to facilitate tourism;

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OPTION 02: . FOR AGRO-BASED INDUSTRIES
1. To carry on business of Multi-purpose Agro-based complex, Poultry
farming, Fish Hatchery, Poultry Feed, Dairy, Fisheries, Duckery,
Agriculture farming, Cultivation of all kinds of Agro food, Plantation of
Seeds, Nursery, Hatchery, Import, Export Marketing local or abroad.
2. To carry on the business of Fisheries of High Value Fish, Nursery,
Hatchery, Hybrid seeds produce, rice seeds, Corn seeds, Potato seeds,
Vegetables seeds & Water-melon seeds and other seeds business.
3. To carry on the business of:
a) Quality fish production, hatcheries and marketing of fish.
b) Import & Export of all kinds of agricultural seeds.

c) Fish Farming
Fish Farm, Hatchery for shrimp, carp and prawn Hatchery, White Fish,
Shrimp, Prawn, Lobster & Crabs Cultivation and export of various
types of fishes, Prawn, Lobster, Shrimp, crabs, sea-fishes, dry-fish and
preservation and processing of shrimps and other fishes of both fresh
water and Sea water.

d) Dairy Farming:
Dairy Farming, Milk Processing, Milk Products, Butter, Cheese, Gee,
Ice-Cream, Chocolate & Candy, Milk Freezing, Milk Powder and their
by products with quality packaging, supply and sales in the local
market and abroad and to sell, import and export of Cows and Calves
and make provision of their breeding.
e) Fattening Farming:
Cow, Goat, Sheep and Buffaloes fattening and making provision for
their breeding freezing, packaging supplying in the local markets and
abroad and all kinds of concerned business.
f) Poultry Farming:
Layer Farm, Pullet raising Farm, Broiler Farm, Parent stock Farm.
Establishment of Poultry hatchery, Egg Processing, Broiler Processing.

g) Agriculture Farming:
 Agriculture, Pisciculture, Horticultural Farm, Vegetables and Mushroom
cultivation, Processing, Packing, Marketing and sale to local market &
abroad. Flower plantation and seed production, processing of
vegetables, flowers and fruits. Establishment of packaging & canning
industries for local market requirement & for exports & undertake allied
industries.

4. To import all sorts of machinery and equipments necessary for

establishment and maintenance of modern feed mills to produce feed for
poultry, fish, shrimp, cattle and others.

5. To set up and establish a feed manufacturing plant which will produce or

prepare raw material for poultry feed, dairy feed, fish feed and shrimp
feed.

6. To import, purchase, exchange eggs, chicks, chicken, ducks and all sorts
of high-breed and feed ingredient fowls and also to procure medicine,
vaccination, veterinarian assistance, feeds from the country and abroad
for proper maintains of the farm.

7. To Carry on poultry breeding firm independently or in association with

foreign firms in order to develop parent stock of different breeds and also
carry out research activities to introduce new breeds or to improve existing
breeds.

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OPTION 03: . FOR GENERAL TRADING

1. To carry on the business of trading, buy, sell, exporters, importers,

Marketing, indenters, commission agents, selling agents, distributors,
broker, stockiest, merchants, wholesalers, retailers, buyers, manufacturers,
general order suppliers and dealers in general merchandise, commodities,
articles and goods all description whatsoever.
2. To carry on the business of carries by air, land or water, shipping
agencies/services, railway agencies/services, clearing and courier services
(Section 4 & 5 of Postal Act 1898 shall be obeyed).

3. To acquire land by purchase, take on lease, exchange or otherwise

including commercial and residential building and to develop the same for
cultivation of agriculture, farm and garden like tea estate, rubber of all kinds
and to sell, store market and also export the same in abroad.

4. To carry on the business of manufacturing and dealings in all types of

garments for gents, ladies and children made of cotton, rayon, silk, leather,
jute, woolen and other fibrous products and the preparation, sizing,
processing, printing, embroidering, dyeing and coloring of any or all of he
products mentions above or manufacture of textile and specialized textile
products.
5. To carry on the business of textile, spinning, weaving, dyeing, printing,
finishing, bleaching, pressing, cutting, packing, bailing, storing, buying,
selling and otherwise dealing in cottons, yarns and synthetic fibers.

6. To carry on the business of manufacturing and dealings in all types of

garments accessories, elastic products, button, buckram, fences materials
for internal and overseas market and all other allied business.
7. To carry on the business of all kinds of garments made of cotton, silk, nylon,
wool, leather, jute and other fibrous materials for internal and external
markets and to manufacture, import, produce and deal in treads, buttons
interlining, packing and other materials used in garment industries.

======================================================

OPTION 04: FOR GENERAL BUSINESS

1. To set-up establish and maintain industries for manufacturing of steam

boiler, stem iron, stem roller, vacuuming table, water softener, thread
sucking machine, thread rewinding machine, aluminum, M.S.sheet &
SS sheet, perforated and plain praline, ceiling unit, tee bar, angel, zed
and U sections and all sorts of aluminum/MS/SS fitting of road
 transport, rail coach, textile sections and air condition grills & diffusers
fabricator.
2. To carry on business of Steel/SS door, window and pipe line
installation.

3. To carry on the business of acoustical works, consultants, Armstrong

and allied types of metal suspension system of false ceiling and interior
decoration.
4. To carry on the business of producer & manufacture all sorts of
aluminum/Steel furniture, anodizing, electro-galvanizing and all kinds
of nickel works.

5. 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 like transformer, electric iron,
electric switch, IPS, UPS, computer, computer monitor, computer
software, networking accessories, cooling tower, chiller, air handing
unit, fan coil unit, refrigerator, television, air condition, oven, water
pump, motor, power generator Diesel/Gas, vertical lifter, escalators,
industrial exhaust fan, humidifier, de-humidifier, digital camera,
industrial compressor, electrical cable, energy power light, optical fiber,
telephone cable, LT/ST panel board, PFI switch gear, mobile phone,
steel/SS sheet, steel/SS plate, all kinds of pipe, all kinds of
accessories & tools, all kinds of Boiler/ Water treatment/ Textile/
Dyeing / Lather / Plastic Chemical, Boiler & Burner spares, Garments
finishing machinery, Water filter & Dispenser.
6. To carry on the business of indenting, trading, commission agents and
export, import, buy, sell and deal in and with whether as principals’
agents.
 7. To carry in Bangladesh or elsewhere trade, business manufacture,
and/or to act, as business agent, managing agents, selling agents,
local agents, sub-agents, sole agents, handling agents, commission
agents, indenting agents, indenters, stevedores, brokers for the benefit
of the company.

OPTION 05: FOR GENEDRAL BUSINESS-02

1. To carry on business and to Act as export, import, manufacturing,

distribution, Marketing Agents, Commission Agents, Shipping Agent,
Clearing and Forwarding Agents (C & F), Representatives, Distributors,
Stockiest and sales of any product or service of Bangladeshi Company or
of any Foreign Company in Bangladesh or elsewhere.

2. To carry on the business of General Trading, Export and Import of all

Commercial permissible items, Dealers, Indenters, Broker, Manufacturing,
Contractor, General Supplier, Buying and selling Agent. Wholesale and
Distributors Dealers, Carrying of all and every kind of General and special
products Computer, Accessories and Network accessories and other
computer and Internet related Product.

3. To carry on the business as manufacturer, importer and exporter of

different kinds of Electronic goods.

4. To carry on the business of manufacturing, buying, selling, importing,

exporting all types of beauty soap, lemon soap herbal soap, 2 in 1 soap,
fairness soap, nail polish, remover, snow, talcum powder, anti-dandruff
soap, laundry soap detergent soap detergent powder, lipstick, beauty
cream, cold cream, shampoo, hair care oil, body lotion, spot cream,
petroleum jelly, baby lotion, baby soap, baby oil, body spray, shaving
cream, after shave lotion, tooth pest, tooth brush, hair die, black mehedi,
vaseline, tissue paper, toilet paper, washing powder, hair dye and all other
cosmetics items.

5. To buy, sell, import, export or otherwise deal in all kind of edible oils, oil
products and by products, other edible oil, coconut oil, palm oil and spices.

6. To carry on the business of Travel Agency, General Sales Agency, Travel

and Tour operations and all sorts of tourism related business like rent-a-
car, sight-seeing with travel guide, motel, hotel, restaurant in home and
abroad.
7. To carry on the business of computer technology and all sorts of electronic
items and to manufacture, assemble, export buy sell and service including
setting up of show-room, training center and otherwise deal in computer &
other electronic goods.

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OPTION 06: FOR GENERAL BUSINESS -03

1. To carry on the business as Internet service on line information Media

business and network Marketing plan, Family needs marketing and
goods any products.
2. To carry on the business and to establish with the modern equipment of
Internet service Telecommunication net work business. Modern
computer business server on line business, sound receiving system
by the Internet media sound sending system by the Internet media,
with all sorts of internet and same nature of business which is
applicable in near future
3. To carry on the business of local and international Courier Services
independently or with foreign collaboration or as foreign Courier
Service agents.
4. To carry on the business of Bus Service and any other sort of transport
business.
5. To carry of import and the business of City Express Service Systems of
Cab, Taxi, Maxi, Car, Micro bus, double decker bus, bus, mini-bus
and auto-rickshaw.
6. To carry on business and to act as Traders, Exporter, Importer,
Merchants, Indentors, Marketing Agents, Buying house, Commission
Agents, Shipping Agent, Clearing and Forwarding Agents,
Distributors, Stockiest and sales of any product.
7. To carry on the business of Shopping Mall, Chinese Restaurant,
Restaurant, Hotel, Motel, Cottage, Catering, Cafe, Refreshment
Room and Lodging House all kinds, Sports House, Indoor Games
such as Carom, Chess, Table Tennis, Golf, Billiard, Badminton,
Swimming Pool, Gymnasium, Drinks, Caterers for Public
Amusements, Hair dressers, Perfumes, Proprietors of Clubs, Health
Clubs, Fishing Boat, Children Park.
 ========================================

OPTION-07: FOR GENERAL BUSINESS /

MANUFACTURING

1 To set-up establish and maintain industries for manufacturing of steam

boiler, stem iron, stem roller, vacuuming table, water softener, thread sucking
machine, thread rewinding machine, aluminum, M.S.sheet & SS sheet,
perforated and plain praline, ceiling unit, tee bar, angel, zed and U sections
and all sorts of aluminum/MS/SS fitting of road transport, rail coach, textile
sections and air condition grills & diffusers fabricator.
2 To carry on business of Steel/SS door, window and pipe line installation.
3 To carry on the business of acoustical works, consultants, Armstrong and
allied types of metal suspension system of false ceiling and interior
decoration.
4 To carry on the business of producer & manufacture all sorts of
aluminum/Steel furniture, anodizing, electro-galvanizing and all kinds of nickel
works.
5 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 like transformer, electric iron, electric switch, IPS, UPS, computer,
computer monitor, computer software, networking accessories, cooling
tower, chiller, air handing unit, fan coil unit, refrigerator, television, air
condition, oven, water pump, motor, power generator Diesel/Gas, vertical
lifter, escalators, industrial exhaust fan, humidifier, de-humidifier, digital
camera, industrial compressor, electrical cable, energy power light, optical
 fiber, telephone cable, LT/ST panel board, PFI switch gear, mobile phone,
steel/SS sheet, steel/SS plate, all kinds of pipe, all kinds of accessories &
tools, all kinds of Boiler/ Water treatment/ Textile/ Dyeing / Lather / Plastic
Chemical, Boiler & Burner spares, Garments finishing machinery, Water filter
& Dispenser.
6 To carry on the business of indenting, trading, commission agents and
export, import, buy, sell and deal in and with whether as principals’ agents.
7 To carry in Bangladesh or elsewhere trade, business manufacture, and/or
to act, as business agent, managing agents, selling agents, local agents, sub-
agents, sole agents, handling agents, commission agents, indenting agents,
indenters, stevedores, brokers for the benefit of the company.

=============================================

OPTION 08: FOR CONSTRUCTION / REAL

ESTATE

1. To carry on the business of real estate, housing and apartment and to do

and carry on the business of buyer, seller of flats, apartment, buildings
rooms, huts and to undertake construction of Super market, Shopping
centre, shopping complex, community centres. And to arrange for sale or
let out of those to general public or to hold it for their management.

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

apartments and sell and dispose of the said buildings and apartments and
business of builder, engineers, architects and contractors and to build
townships, gardens, markets, housing estates or other buildings or
conveniences, drainage facilities, utility services electricity, water supply,
sewerage installations and to deal with the same in any manner.
3. To provide lands, buildings, apartments, houses, flats, rooms, huts, or
other accommodation constructed or to be constructed by the Company
for members thereof and others on their behalf construct such buildings
apartments, houses, flats, rooms, huts and other accommodation on terms
and conditions that may be agreed upon by and between the parties.
4. To develop and run to account any land acquired by the Company or in
which the Company is interested and particular by laying out and
preparing the same for building purpose, construction, altering and pulling
down, decorating, maintaining, furnishing and fitting up and improving
buildings and by planting, paving, drawing, forming, cultivation, letting on
building, lease or building agreement and by advancing money to and
entering into contacts arrangements of all kinds with builders, tenants and
others.

5. To act as Consulting Engineers, Architects, Planner, Surveyors &

Demographic Surveyors, Estimators, Valuers, Designer and Supervisors.
6. To carry on the business of Constructors / Builders, Erects, Engineers,
Structural and Architecture designers, contractors, civil, Mechanical,
Electrical, Chemical and Metallurgical, Electronic, Telecommunication,
Bio-medical, Computer Engineers and consultants under taking to
execute, contracts, to design, plan, build, fabricate, maintain, develop,
improve work, control and manage any buildings, road, bridges, railways,
tramways, waterways, dockyards, Sea ports, Air ports, gas works,
reservoirs electric power station, power sub-station, power transmission &
distribution, heating, ventilation, Air conditioning (HVAC) and light supply
works, telecommunication works, stores and other like works and to
contribute or otherwise assist or take part in the construction, maintenance
development, working and management thereof.
[

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

erection, fabrication of aluminium doors & windows, all interior decorative
works, Paints, Plastic, timber, Glass & furniture works, sound control
 works and acoustics, works with Gypsum board, Mineral board, Ply wood,
Painting & varnishing & related works requiring interior & exterior design.

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OPTION 09: FOR e-BUSINESS

01. Primarily to promote the development and advancement of

computer systems, Information and Communication Technology (ICT) and
Software, and carry on, undertake and conduct related business and do all
matters and things incidental there to.

02. To encourage and assist in the balanced development of the

software and information services industry in Bangladesh.

03. To work closely with ICT area with a view to enabling the
Bangladesh Software and Information Technology industry reach global
pre-eminence.

04. To acquire and take over as a going concern the business now
carried on in Bangladesh by ICT Company.

05. To maintain all information relating to the clients business

operations, practice and related systems in absolute confidentiality. The
success surmounted through the humble reputation of developing various
software at attractively low cost ensuring better product lives.

06. To provide full range of Systems Software & Hardware Solution

products and peripherals.

07. To help in the development of financial systems required by

Software and Information Services industry.

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OPTION 10: FOR GARMENT / TEXTILE

1. To buy, sell, import, Export, indent and deal with all sorts of machineries,
Equipments, spares and all other mechanical, technical and non technical
items and appliances, parts and components required directly or indirectly
for set up. establish, promote, develop, manage and smooth running of
garments industry to promote its production, storing, marketing, selling,
and distribution purposes both at home and abroad.

2. To buy, sell, export, import, indent, promote and deal with sewing thread,
collar bone, embroidery thread, buttons, hooks, plastic clips, chains,
labels, printed or plain boxes and any other items those may be required
for raw materials, packing materials and garments industry both home or
abroad.

3. To establish and operate Knit composite mills, textile mills, sizing, dyeing
or printing mills, finishing mills both for manufacturing of knit and woven
fabrics made of cotton, synthetic, woolen, rayon and any other fibers for
100% export purpose.

4. To carry on the business of designing, manufacturing, dyeing, printing and

marketing readymade woven & knit garments including all kinds of casual
ware and Ladies and Gents, garments and requisites made of both
synthetic and non-synthetic materials produce by mechanized, semi-
mechanized means for importing and exporting from and to countries of
the world.

5. To Set up, establish, build, construct, run, manage and install textile mills,
cotton mills, weaving, dyeing and finishing facilities, garments factory and
any other like business of spinning, knitting and or otherwise
manufacturing, bleaching, merchandising, calendering, finishing and
selling domestic method or export of cloth, yarns and other like nature of
goods and merchandise.

6. To set up a 100% Export oriented ready-made garments factory with

embroidery machine manufacturing wears & children wears of various
kinds, sizes and designs made of cotton yarn, nylon, rayon, polyester silk,
artificial silk and other fibrous materials and also to buy, sell import and
otherwise deal of cotton yarn, silk, artificial silk, nylon or fibrous materials
and also the products and by products made thereof.

7. To carry on all or any of business of dress makers, export oriented

garments, designers tailors clothing outstanding outfitters, glovers dealer
in Ready-made Garments, Sweater Factory, Woven, cotton, nylon, silk,
artificial silk, woolen goods, Leather, Plastic, jumpers, rayon, jute goods,
textile & jute industry and knitting of all sorts

============================================
IV. The liability of the members is limited.

V. The authorised share capital of the company is Tk.10,00,00,000 (Taka

Ten Crores) divided into Ordinary and preferential shares. There shall be
a total of 10,000 (Ten thousand ) shares each of Taka 10,000 (Taka Ten
thousand only) with the power to increase or reduce the capital, to divide
the shares in capital for the time being into several classes and to attach
hereto respectively such preferential, deferred, qualified or special rights,
privileges or conditions as may be determined by or in accordance with
the regulations of the company and to vary, modify or abrogate any such
rights, privileges or conditions in such manner as may for the time being
be provided by the Articles of the company and consolidate, sub-divide the
shares and issue shares of higher or lower denomination.

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

Name, Address, Nationality &

Number of Signature of the Subscriber
Occupation of the Subscriber Shares Taken
by Each
Subscriber

1. ……………..
Father …………. Mother:…………….
Address:…………….
Age …………
Occupation………... TIN :…
Nationality…….……..
Phone/Mobile………………………….

2. ……………..
Father …………. Mother:…………….
Address:…………….
Age …………
Occupation………... TIN :……………
Nationality …………..
Phone/Mobile………………………….

Dated-------------day of --------- 2009

WITNESSES:

1. 2.