Contents

INTRODUCTION .................................................................................................................... 3
INITIAL DOCUMENTS ........................................................................................................... 3
Certificates ............................................................................................................................. 3
Sources .................................................................................................................................. 3
PRELIMINARY ....................................................................................................................... 8
INTERPRETATION ................................................................................................................ 8
COMMENCEMENT OF BUSINESS ....................................................................................... 9
SHARES ................................................................................................................................ 9
CERTIFICATE .......................................................................................................................10
CALLS ...................................................................................................................................10
FORFEITURE AND LIEN ......................................................................................................11
TRANSFER AND TRANSMISSION .......................................................................................11
GREEN LIFE PHARMACEUTICALS .....................................................................................12
INCREASE AND REDUCTION OF CAPITAL ........................................................................13
RESTRICTION ON PURCHASING COMPANY'S OWN SHARES ........................................14
BORROWING POWERS .......................................................................................................14
RESERVE AND DEPRECIATION FUNDS ............................................................................15
STATUTORY MEETING........................................................................................................15
GENERAL MEETING ............................................................................................................16
THE PROCEDURE OF GENERAL MEETING.......................................................................16
VOTING SYSTEM .................................................................................................................16
CHAIRMAN ...........................................................................................................................17
BOARD OF DIRECTORS ......................................................................................................17
MANAGING DIRECTOR OR ALTERNATIVE DIRECTOR .....................................................17
DIRECTORS’ POWER ..........................................................................................................17
REMOVAL, APPOINTMENT AND ROTATION OF DIRECTORS ..........................................18
PROCEEDINGS OF THE MEETINGS OF THE BOARD OF DIRECTORS ...........................18
POWER OF DIRECTOR .......................................................................................................19
SEAL .....................................................................................................................................20
RETURNS .............................................................................................................................20
DIVIDEND .............................................................................................................................20
BANK ACCOUNT ..................................................................................................................21

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 BOOKS AND DOCUMENTS .................................................................................................21
ACCOUNT AND BALANCE SHEET ......................................................................................22
AUDITOR ..............................................................................................................................23
LEGAL ADVISER ..................................................................................................................23
NOTICE.................................................................................................................................23
RECONSTRUCTION.............................................................................................................24
SECRECY .............................................................................................................................25
INDEMNITY...........................................................................................................................25
WINDING UP ........................................................................................................................26
APPENDIX ............................................................................................................................28

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 INTRODUCTION

Green life will be a pharmaceutical company to manufacture all kinds and also produce lifesaving
drugs, medicine and other chemical products. It will be a public company limited by shares and
will operate its business activities in Bangladesh. Furthermore, Green life will move to global
medicine export sector after fulfilling the country’s existing demand. Its chief manufacturing base
will be situated in Gazipur, Bangladesh.

INITIAL DOCUMENTS

The initial necessary documents which will be needed to open the company is given below with
the sources: -

Certificates Sources
Trade License City Corporation/Municipal
Tax Identification Number (TIN) National Board of Revenue (NBR), Bangladesh

Business Identification Number (BIN) National Board of Revenue (NBR), Bangladesh

ERC Office of Chief Control of Exports and Imports
Drug License The Directorate General of Drug
Administration (DGDA)
Fire License Fire Service and Civil Defense
IRC Office of Chief Controller of Exports and
Imports
Factory License Department of Inspection for Factories
Establishment
Insurance Bangladesh National Insurance Co. Ltd.
Environmental Clearance Certificate Ministry of Environment
Bangladesh Investment Development BIDA office
Authority
Bond License Customs Office
NOC form Local Authority City Corporation/Municipal
VAT Registration National Board of Revenue
Registration Joint Stock and Registration Office
Patent Department of Patents, Designs & Trademarks
(DPDT)

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 The Company Act, 1994
(A public company limited by shares)
MEMORANDUM OF ASSOCIATION
OF
Green life Pharmaceuticals Company Limited

I. Name of the company is “Green life Pharmaceuticals Company Limited”

II. The registered office of the company will be situated in Bangladesh
III. The objectives of forming the company:

1. To establish pharmaceutical company for manufacturing Biological and non-

Biological medicines, allopathic, capsules & tablets, injectable of all kinds and also
produce lifesaving drugs, medicine and other chemical products. To set up
pharmaceutical laboratory, working place and store room for manufacturing the
products. To work as pharmaceutical and chemical manufacture generally obtaining
necessary license and patent from authority.

2. To carry on all or any of the business as chemist, druggist, chemical manufactures,

medicines, wholesales and retails of and dealers in pharmaceutical.

3. To get the right and all information as to the processes of manufacturing, and the right
to manufacture and deal in pharmaceutical and preparation.

4. To carry on the business as manufacturing of origin chemical for the objects of

medical preparation of all kinds.

5. To manufacture, manipulate, purify, buy, sell, export, import and deal in all
substances, instruments, medicines, medical preparation and things capable of being
used in any such business according to customer, other company, wholesales and
retails.

6. To manufacture, buy, sell and deal in mineral water, soups, tonics and other cordials
or food, competent or consider to be suitable for invalids or curable.

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 7. To go into partnership or into organized for sharing profit, join of interest,
collaboration, joint venture, or otherwise with any person, or company carrying on,
arrange in any business, or transaction with any authorized company to carry or
engage, or transit with capable of being conducted as direct or indirect to get benefit
the company and to gain or joining acquiring any such business.

8. To sell, arrange, develop, exchange, turn to account or otherwise deal with all or any
part of the business’s asset like buildings, lands or other property and right of the
company whatsoever.

9. To be fund or deal with money of the company do not need immediate in such manner
that is determined from time to time.

10. To produce, import, sell and deal in all kinds of chemical, heavy or light acids,
perfumery, and cosmetics product, disinfectants, medical instrument, inks, polishes
and allied products and by products of all kinds.

11. To bear the business of manufacturers, importers and exporters of and the retailer in
anatomical, orthopedic and surgical and so on.

12. To carry the business of limb maker and artificial eye, stay makers, bandage makers,
chair and stretch maker, carriage maker, ambulance maker chemists and suppliers of
all requisites for patients, invalids and hospital.

13. To hire or pay for any business, capital or rights agreed to be gained by this company
and generally to fulfill the demand of any obligation of the organization.

14. To apply for buy, register or acquire any patents or patent rights. License,
concessions, privilege, secret process, trade mark or design and the like conferring
any exclusive or non-exclusive or very limited time to use.

15. To take such means of making familiar to the producer of the organization or goods
and equipment’s dealt in by the organization as many seem prudent and particular by
promoting by advertising, show card posters and banner and free sample

16. Acting as a agents, brokers or representatives of corporation, individuals and

normally to undertake, transact and execute all kinds of business.

17. To promote any company for the purpose of acquiring all or any of the property and
rights of the company which may seems directly or indirectly calculated to benefit
this company.

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 18. To maintain, build and alter on nay leads held by the company, any office of factory
buildings structure necessary or convenient for the purpose of the company and
ensuring and keeping insured the same.

19. To open bank accounts in any bank and to draw or support cheques and to withdraw
moneys from such account.

20. The authorized amount share capital of the Company is Tk. 650,00,00,000/- (Taka
six hundred and fifty crores), consisting of 65,00,000,00 Ordinary Shares of Taka 10
each with the power of increase and decrease the capital of the company or sub divide
shares among different classes.
IV. The liability of the members is limited

V. If upon winding up or dissolution of the company there keeps, after satisfaction of all
debts and liabilities, any property whatsoever. The same will not be paid to or
distributed amongst the members of the company but will be given or transferred to or
applied to some other company which is established on similar aims and objects to be
determined by the three fourths vote of members of the company in the extra-ordinary
general meeting at or before the time of the dissolution under intimation to the
government.

We, several persons (shareholders) whose names and addresses are written below,
willing to be formed into a company limited by share under the provisions of the
Company Act 1994 and pursuance of this Memorandum of Association.

Sl.no Name, Address and subscription of Percentage of Share

the subscribers
01. Mohammad Muzammel Hoque 25%
Address: House: 373, Block: C,
Road:10, Bashundhra R/A, Dhaka,
Bangladesh
Occupation: Entrepreneur
02. Dr. Arunima Ishadi 20%
Address: House:17, Road: 12, Block: D,
Dhanmondhi R/A, Dhaka, Bangladesh
Occupation: Physician

03. Dr. Joyti Roy 15%

Address: House: 345, Road: 05, Block:
E, Banasree, Dhaka, Bangladesh
Occupation: Physician

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 04. Mr. Mehedi Asif 10%
Address: House: 167, Road: 31, Block:
C, Gullshan 2, Dhaka, Bangladesh
Occupation: Businessman

05. Israt Farha 10%

Address: House: 202, Road: 15, Block:
A, Bashundhara R/A, Dhaka,
Bangladesh
Occupation: Entrepreneur

06. Piash Ahmed 10%

Address: House: 67, Road: 04, Block: F,
Bashundhara R/A, Dhaka, Bangladesh
Occupation: Entrepreneur

07. Mohammad Arif 10%

Address: House: 156, Road: 11, Block:

C, Nikunjho, Dhaka, Bangladesh
Occupation: Entrepreneur

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 The Companies Act, 1913
(Public Company Limited by Shares)
ARTICLES OF ASSOCIATION
OF
Green Life Pharmaceuticals Limited

PRELIMINARY

1. The Regulations contained in Table "A" in the First Schedule of the Companies Act,
1913 with respect to such provisions as are applicable to Public Limited Companies
shall apply so far only as they are not negative 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.

"The Act" means the Companies Act, VII of 1913.

"The Company" means Green Life Pharmaceuticals Limited.

"The Directors" means the Directors for the time being of the Company.

"The Board of Directors" or "The Board" means the Board of Director for the time being of
the Company.

"The Managing Director' means the Managing Director appointed as such for the time being
of the Company.

"The Office" means the registered office for the time being of the Company.

"Register" means the Register of Members to be kept pursuant to Section 31 of the Act.

"The Registrar" means the Registrar of the Joint Stock Companies, Bangladesh.

"Dividend" includes bonus. "Month" means calendar month.

"Seal" means the common seal of the Company.

"In Writing" and "Written" include printing, lithography and other modes of representing or
reproducing words in a visible form.

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 COMMENCEMENT OF BUSINESS

3. The Company will be named to commence its business from the date of introducing certificate
for commencement of business or from any other date which will be decided by the Board of
Directors.

SHARES

4. The authorized amount share capital of the Company is Tk. 650,00,00,000/- (Taka six hundred
and fifty crores), consisting of 65,00,000,00 Ordinary Shares of Taka 10 each with the power
of increase and decrease the capital of the company or sub divide shares among different
classes.

5. The minimum subscription fee which the Directors may proceed to distribute shares shall be
Taka 2,00,000.00 (two lacs).

6. The Company shall offer its shares to the public.

7. According to the subject of these Articles and the provisions of Sections 105C of the Act, the
shares shall be under the entire control of the Directors, who has the power to allocate or
dispose of the same to such persons on such terms and conditions.

8. According to the provisions of Section 105A of the Act, any preference shares may be
issued on the terms that they are, or at the option of the Company are to be liable to be
redeemed on such terms and in such manner as the Company may by special resolution
prescribe.

9. The Company may organize the issue of the shares for a difference between the holders of
such shares in the amount of calls to be paid and the time of payment.

10. Subject to the provisions of the Act the Directors may allot and issue shares in the capital of
the Company towards payment or part payment of any property sold or transferred, goods or
machinery supplied or for services rendered to the Company in or about the formation or
promotion of the Company or conduct of its business, and any shares which may be so
allotted may be issued as fully paid-up shares, and if so issued, shall be deemed to be fully
paid-up shares.

11. Shares may be registered in the name of any limited company or other corporate body,
institute but not in the name of a firm, a minor, a person. Not more than five persons shall be
registered as joint-holders of any share.

12. The joint-holders of a share will be severally as well as jointly liable for the payment of all
payments and calls due in respect of such shares and for incidents thereof according to the
Company's regulations.

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13. According to the law no persons shall be recognized by the Company as holding of any share
upon any trust, and the Company shall not be bound by or be compelled in any way to
recognize.

CERTIFICATE

14. The certificate of title to shares shall be issued under the common seal of the Company and
signed by the Managing Director or any Director(s) and or any Officer(s) of the Company as
may be authorized by the Board.

15. Every member shall be entitled, free of charge, to one certificate for all the shares a debenture
registered in his name. If any member shall require additional certificates, he shall pay for
each such additional certificate such sum not exceeding Tk. 15.00 (Taka fifteen) only as the
Directors shall determine. Provided that in case of share(s) or Debenture(s) held jointly by
several persons, the Company shall not be bound to issue more than one certificate thereof,
and delivery of a certificate for a share and debenture to one of several joint-holders shall be
sufficient delivery to all. Every certificate to share and debenture shall specify the number
and denoting numbers of the shares in respect which it was issued and the amount paid up
there on.

16. If a share or debenture certificate be worn out, defaced, lost or destroyed it may be reissued
on payment of such fee not exceeding Tk. 15.00 (Taka fifteen) only.

17. First named on the register will be delivered the certificates of shares which are registered in
the names of two or more persons.

CALLS

18. The Directors may from time to time subject to the terms on which any share may have been
issued, make such calls as they think fit upon the members in respect of all moneys unpaid on
the shares held by them respectively, and not by the conditions of allotments thereof made
payable at fixed times, and each member shall pay the amount of every call so made on him
to the persons and at the times and places appointed by the Directors. A call may be made
payable by instalments.

19. A call will be considered at the time when the resolution of the Directors authorizing such
call was passed.

20. For paying all calls to respect thereof, the joint-holders will be jointly and severally liable.

21. No members will allow to receive any dividend or to be join or vote in any General Meeting,
either personally or by proxy or to exercise any privilege as recorded member, or to be in a
quorum until he shall have paid all calls or other sums for the time being due and payable on
every share held by him, whether alone or, jointly with any other person, together with
interests, costs, charges and expenses, if any.

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 FORFEITURE AND LIEN

22. If any member fails to pay any call or instalment on or before the day appointed for the
payment. The Directors may at any time after the deadline can serve a notice on such member
requiring him to pay the same together with any interest that may have accrued all expenses
that may have been incurred by the Company by reason of such non-payment.

23. When any share shall have been so forfeited, notice of the resolution shall be given to the
member in whose name it stood immediately prior to the forfeiture or the persons entitled
to the share by transmission, as the case may be and an entry of the forfeiture with the date
thereof shall forthwith be made in the Register but no forfeitures shall be in any manner
invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

24. Any share forfeited shall be considered to be the asset of the Company, and the Directors may
sell, re-allot or otherwise dispose.

25. The forfeiture of share shall involve the extinction of all interest in and also of all claims and
demands against the Company in respect of the share, and all other rights, incident to the
share, except only such of those rights as by these Articles are expressly saved.

26. For the purpose of enforcing such lien the Directors may sell the shares subject thereto in
such manner as they think fit, but no sale shall be made until such fixed time as aforesaid shall
have arrived, and until notice in writing of the intention to sell shall have been served on such
member, his executors or administrators, or other legal representatives, if any default shall
have been made by him or them in the payment, fulfilment or discharge of such debts
liabilities of or engagements for seven days after such notice.

27. The net proceeds of any such sale shall be applied in or towards satisfaction of the debts,
liabilities, or engagements of such member and residue, if any, paid to such members, his
executors administrators, or other legal representatives, provided always that the Company
shall be entitled to a lien upon such residue in respect of any debts, liabilities or engagements
the due date for the payment or discharge where of shall have not arrived like to that which it
had upon the shares immediately before the sales thereof.

28. Where any shares under the power in that behalf herein contained are sold by the Directors
and the certificate thereof has not been delivered to the Company by the former holder of the
said shares, the Directors may issue a new certificate for such shares distinguishing it in such
manner as they may think fit from the certificate not so delivered.

TRANSFER AND TRANSMISSION

29. According to the provisions of Section 34(3) & (6) of the Act, no transfer of shares will be
registered unless a proper instrument of transfer properly stamped and executed by or on
behalf of the transferor and by or on behalf of the transferee has been delivered to the

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 Company together with the certificate or if no certificate is in existence, the letter of allotment
of the shares. The instrument of transfer of any share shall specify the name and address both
of the transferor and of the transferee, and the transferor shall be deemed to remain the
member in respect of such share until the name of the transferee is entered in the Register in
respect thereof. Each signature to such transfer shall be duly attested by the signature of one
credible witness who shall add his address and occupation.

30. Application for registration of the transfer of a share may be made either by the transferor or
the transferee that, where such application is made by the transferor, no registration shall, in
the case of a partly-paid share be effected unless the Company gives notice of the transferee
in the manner prescribed by Section 34(2) of the Act and subject to the provisions of these
Articles the Company shall unless objection is made by the transferee within two weeks from
the date of receipt of the notice, enter in the Register the name of the transferee in the same
manner and subject to the same conditions as if the application for registration of the transfer
was made by the transferee.

31. The instrument of transfer of any share shall be in writing in the usual common form, or in the
following format: -

GREEN LIFE PHARMACEUTICALS

I, ………………………………. of ……………………………………. in consideration of the sum of

Taka ……………………………………. paid to me by ............................................................ of
…………………………….….. (address and occupation), hereinafter called "the transferee”, do hereby
tran sf er t o t h e s a i d tr an s f er ee ......................................................................................... share
or shares number …………………………………... to ……………………………………………….
inclusive, in the undertaking called Green Life Pharmaceuticals, to hold unto the transferee his
executor, administrator and assign, subject to the several conditions on which I held the same
immediately before the execution hereof; and I, the said transferee, do hereby agree to take the said
share or shares subject to the conditions aforesaid.

As witness our hands the……………………………... day of ........................... 19

Witness

- Transferor
- Transferor

32. No transfer will be legal to an infant or persons of unsound mind but transfer can be made to
anybody corporate.

33. Every instrument of transfer shall be left at the registered office of the Company for
registration accompanied by the certificate of the shares to be transferred and such other
evidence as the Directors may require to prove title of the transferor or his right to transfer the
shares, and upon payment of the proper fee, the transferee shall (subject to the Directors right
to decline to register as hereinafter mentioned) be registered as a member in respect of such

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 shares. The Directors may waive the production of any Certificate upon evidence satisfactory
to them of its loss or destruction or otherwise.
34. The Directors may decline to register any transfer of shares, not being fully paid-up, on which
the Company has a lien and in such a case may refuse to register the transfer to the transferee
of whom they do not approve.

35. If the Directors refuse to register the transfer of any shares, the Managing Director shall,
within two months from the date on which the instrument of transfer as lodged with the
Company send to the transferee and the transferor notice of the refusal.

36. All Instruments of transfer, which shall be registered, shall be retained by the Company but
any Instrument of transfer which the Directors may decline to register shall be returned to the
person depositing the same. Any instrument of transfer may be destroyed after three years.

37. No fees will for transfer of any share.

38. The transfer books and register or members may be closed during such time as the Directors
think fit, not exceeding in total forty-five days in each year and not exceeding thirty days at a
time.

39. Any committee or guardian of a lunatic or infant member or any person becoming entitled to
or to transfer shares in consequence of the death or bankruptcy or insolvency of any member
upon producing such evidence that he sustains the character in respect of which he proposes
to act under this Article or of his title as the Directors think sufficient may with the consent
of the Directors , which they shall not be under any obligation to give, be registered as a
member in respect of such shares, or may, subject to the regulations as to transfer hereinbefore
contained transfer such shares.

INCREASE AND REDUCTION OF CAPITAL

40. General Meeting of the company will be arranged from time to time by ordinary resolution
increase its authorized capital by such sum to be divided into shares of such amounts as the
resolution shall prescribe. Provided that the Board may increase the paid-up share capital of
the Company up to the authorized share capital.

41. The new shares may be issued upon such terms and conditions and with such rights and
privileges annexed thereto as the resolution creating the same shall direct; and if no direction
be given, as the Directors shall determine, and in particular such shares may, subject to any
special rights for the time being attached to any existing class of shares, be issued with
preferred, deferred or other special rights, or such restrictions, whether in regard to dividend,
return of capital, voting or otherwise as may from time to time be determined.

42. Except so far as otherwise provided by the conditions of issue or by those Articles any
capital raised by the creation of new shares shall be considered part of original capital and
shall be subject to the provisions herein contained with reference to the payment of calls and
instalments, transfer and transmission, forfeiture, line and otherwise.

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43. The Company may by ordinary resolution:

• Consolidate and divide all of its share capital into shares of larger amount than its
existing shares

• Cancel any shares which, at the date of the passing of the resolution, have not been
taken or agreed to be taken by any person and diminish the amount of its capital by
the amount of the shares so cancelled; or

• Sub-divide its shares, or any of them into shares of smaller amount than is fixed by
the Memorandum of Association (subject, nevertheless, to the provision of the Act),
and so that the resolution whereby any share is sub-divided may determine that as
between the holders of the shares resulting from such sub-division, one or more of the
shares may have any such preferred or other special rights over, or may have such
deferred rights, or be subject to any such restrictions as compared with the others as
the Company has power to attach the unissued or new shares.

44. Matter to approved by the Court, the Company may be special resolution reduce its share
capital in any manner authorized by the Act.

RESTRICTION ON PURCHASING COMPANY'S OWN SHARES

45. No funds will be employed in the purchase of or let on security of or share of the company
and the company will not grant any financial assistance for the purpose of purchase of
shares in the company.

BORROWING POWERS

46. The director is allowed to raise or borrow capital from any person, bank or company and
may lend themselves any sum of money for the well being of the company.

47. The Directors may secure the payment of the money in such manner, and upon such terms
and conditions in all respect as they think fit, and in particular by issue of debentures or
debenture stock or ponds of the Company charged upon all its properties as deemed justified
or by making, drawing, accepting or endorsing on behalf of the Company any promissory
notes, or bills of exchange or giving or issuing and other security of the Company or by
mortgage or charge of all or any part of the property of the Company both present and future,
including its uncalled capital for the time being and the Directors may on behalf of the
Company guarantee the whole or any part of any loans or debts incurred by the Company.

48. Every Register of holders of debentures of the Company may be closed for any period not
exceeding in the whole thirty days in any year. Subject as aforesaid every such Register shall
be open to the inspection of the registered holder or any such debentures and of any reasonable

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 registrations so that at least two hours in each day when such Register is open appointed for
inspection.
49. If the Directors refuse to register the transfer of any debentures, they shall, within six weeks
from the date on which the instrument of transfer was lodged with the Company send to the
transferee and the transferor notice of the refusal.

50. If any uncall capital of the Company be included in or charged by any mortgage or other
security, the Directors, may, by instrument under the Company's seal authorize the person in
whose favor such mortgage or security is executed, or any either person in trust for him, to
make calls on the members in respect of such uncalled capital and the provisions herein before
contained in regard to call shall mutatis mutandis, apply to calls made under such authority,
and such authority may be made exercisable either conditionally or, unconditionally and either
presently or contingently and either to the exclusion of the Director's Power or otherwise and
shall be assignable if expressed so to be.

RESERVE AND DEPRECIATION FUNDS

51. The Directors may every now and then before prescribing any profit set apart any and such
segment of the benefits of the Company as they might suspect fit as a Reserve Fund to meet
possibilities or for the liquidation of any debentures, obligations or different liabilities of the
Company, for balance of profits, for fixing, improving or keeping up any of the property of
the Company, and for such different motivations behind the Company as the Directors in
their total carefulness think helpful for the premiums of the Company, and may contribute
the few aggregates so put aside upon such speculation (other than portions of the Company)
as they may might suspect fit and now and again manage and extremely such venture, and
discard all or any part thereof to help the Company, and may isolate the Reserve Fund into
such unique assets as they might suspect fit, with full capacity to utilize the Reserve Funds
or any parts thereof in the matter of the Company and that without being limits to keep a
similar separate from different resources.
52. All cash conveyed to the Reserve Fund and Depreciation Fund individually by the by remain
and the benefits of the Company appropriate subject to due arrangement being made for real
misfortune or devaluation, for the installment of profits and such cash and the various funds
of the Company not quickly required for the reasons for the Company might be put by the
Directors in or upon such speculations or protections as they may choose or might be utilized
as working capital or might be kept at any Bank on store or generally as the Directors may
every once in a while think legitimate.
STATUTORY MEETING

53. The statutory meeting of the Company will, as required by Section 77 of the Act be hold at
such time not being less than one month nor over a half year from the date at which the
Company will be qualified for start business and at such place as the Directors may decide,
and the Directors will conform to different necessities of that segment with regards to the
report to be submitted and something else.

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 GENERAL MEETING

54. From the date of a corporation within 8month, a company's first general meeting will be held.
In a year at least once a company have to arrange a general meeting. But they can't cross more
than 15months. The procedure of general meeting like the place, time everything will be
determined by directors.

55. Basically, a general meeting is referred to as an ordinary meeting and the company's other
meeting are called 'extraordinary meetings.

56. A vote given in accordance with the terms of an instrument appointing a proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the instrument
or transfer of the share in respect of which the vote is given, provided no intimation in writing
of the death, insanity, revocation of transfer of the share shall have been received at the office
before the meeting. Provided nevertheless that the Chairman of any meeting shall be entitled
to require such evidence as he may in his discretion think fit of the due execution of an
instrument of proxy and that the same has not been revoked.

THE PROCEDURE OF GENERAL MEETING

57. General meeting will follow the companies act sec 87(2). In an ordinary meeting, the company
will receive balance sheet and consider the loss and profit account, annual report, auditor, director,
will declare about 'dividends'. On the other hand, extraordinary meetings will be more special and
different. Will discuss any BSRS loan, any interest or another sort of charges.

58. In a general meeting to fulfil all purposes, five members entitled to vote. The member will be
decided on the number of members.

59. No business will be transacted unless the quorum requirement will be presented at the
commencement of business.

60. For any issue, in within five minutes if the general meeting will not start, then it will be again
held on the same week, same time and place.

61. In this meeting, every question will be submitted by a show of hands and the vote of the
meeting will be decided based on a show of hands.

VOTING SYSTEM

62. Members will be unable entitled to vote unless all calls, instalments presently payable by him.
So, select any special rights for the member, the voting system is very important.
In section 80 of the company act a person will get any special power or rights to represent the
company behalf of every member. In this situation, all of the members will have to be must present
and their opinion is very important for this decision

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63. Under the provisions of company act 80, a person will represent the company by the voting
system where all members consent available.

64. Votes can be given in different ways. Either individually or personally, by proxy and in some
cases, by a representative. The proxy will be written with evidence of both parties. If a proxy is
appointed for the special meeting, then he/she called 'Special proxy' and others proxy is called
'general proxy'.

CHAIRMAN

65. In this company, the board of directors will select the Chairman and Vice-Chairman. X and Y
will be the first Chairman in our company and they will continue all activities until the selection
of next Chairman and Vice-Chairman. If the Chairman will busy or absence, that case Vice
President will perform his role and duties.

BOARD OF DIRECTORS

66. The company's director number will not less than 2 people. The first director will be @ @ in
our company.

67. Each person will hold 1500 share. Each ordinary share price will be 200taka. We will mention
that use his/ her name individually not jointly.

68. The salary of directors will not more than one thousand. If any extra work assigns upon the
directors then it's will be compulsory give extra payment sometimes directors can get any specific
% from the profit. All of these things will be decided in a general meeting where all the members
will present. The process will be very transparent.

69. Resignation: any directors can resign if she or she

1. Failing to gain qualifying shares.
2. Becoming insolvent or unsound mind.
3. by giving notice.

MANAGING DIRECTOR OR ALTERNATIVE DIRECTOR

70. If the director wants, he /she can assign any managing director. But he will not a director of
the company.

DIRECTORS’ POWER

71. In a company, the board of directors have huge power. They are a much-respected person in a
company. The directors will have the following powers

72. Able to pay different charges, expenses, costs for many things, like registration, formation,
promotion, establishment and etc.

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73. To purchase any important property.

74. They can pay for any sort of properties, rights and they will able to contract with other
companies as needed.

REMOVAL, APPOINTMENT AND ROTATION OF DIRECTORS

75. In the first general meeting, the company appoint directors to perform special works. Every
year the director will retire and new director joins.

76. The coming director will be recommended by directors. They will express his willingness to
select. All procedures will be finished within seven to twelve days. A director will retire in a proper
manner.

77. The Company at the meeting at which a Director retires in manner aforesaid may fill the
vacated office by inducting a person thereto, and in default the retiring Director shall, if offering
himself for re-election, be deemed to have been re-elected unless at such meeting it is expressly
resolved not to fill such vacated office or unless a resolution for the re-election of such Director
shall have been put to the meeting and not carried.

78. No person other than a Director retiring at the meeting shall, unless recommended by the
Directors, be eligible for election to the office of Director at any General Meeting unless not less
than seven or more than twenty one days before the date appointed for the meeting there shall have
been left at the office of the Company a notice in writing signed by a member duly qualified to
attend and vote at the meeting for which such notice is given of his intention to propose such
person for election, and also a notice in writing signed by that person expressing his willingness
to be elected as a Director of the Company.

PROCEEDINGS OF THE MEETINGS OF THE BOARD OF DIRECTORS

79. The Directors may get together for a dispatch of business, suspend and generally control their
meetings and procedures as they might suspect fit. The majority of Directors meeting will comprise
of at any rate three Directors present face to face. On the off chance that every one of the Directors
aside from one are precluded from democratic the issue will be chosen in the General Meeting.

80. The Chairman or the Vice-Chairman or in their nonattendance, if there should be an occurrence
of any crisis, any Director may assemble a meeting of Directors.

81. Generally seven (7) days' notice will be given for meetings of the Directors. If there should be
an occurrence of crisis a meeting might be hung on three (3) days' notice. Nonetheless, a meeting
might be hung on a shorter notice gave all Directors concur. It will not be important to pull out of
a Meeting of the Directors to a Director who isn't for the time being inhabitant in Bangladesh.

82. Such meeting the Chairman is absent at the time named for holding the equivalent, the Vice
Chairman will direct the meeting. Without both the Chairman and Vice-Chairman, the Directors
present will pick one among them to manage the meeting. Questions emerging at any meeting will

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be chosen by a dominant part of votes and in the event of a balance of votes, the Chairman of the
meeting will have a second or making choice.

83. A meeting of the Directors for now at which a majority be available will be capable to practice
all or any of the experts, forces and headings by or under the Articles of the Company for the time
being vested in or exercisable by the Directors for the most part.

84. The Directors may assign any of their forces to panels comprising of such part or individuals
from their body as they might suspect fit and may now and again renounce such designation. Any
board of trustees shaped will in the activity of the forces so assigned fit in with any guidelines that
may every once in a while, be forced upon it by the Director.

85. The meetings and procedures of such advisory groups comprising of at least two individuals,
will be represented by the arrangements thus contained for controlling the meetings and procedures
of the Directors, so far as the equivalent material thereto and are not supplanted by guideline made
by the Directors under the last continuing Articles.

86. A goal recorded as a hard copy marked or started by every one of the Directors for the present
in Bangladesh (not being under three Directors) will be as substantial and useful as though it has
been passed at a meeting of the Directors and efficacious as though it has been passed at a meeting
of the Directors appropriately called and comprised. A declaration by the Chairman or the
Managing chief or at the foot of any such goals affirming that the Directors marking or starting
the goals are every one of the Directors presents in Bangladesh at the date of the goals will be
conclusive and decisive for that sake.

87. All acts done by any meeting of the Directors or by a Committee of Directors of by any
individual going about as a Director will despite that it will a while later be found that there was
some imperfection in the arrangement of such Directors or people going about as previously
mentioned, or that all or any of them were precluded, be as substantial as though every such
individual has been properly named and was able to be an executive, gave that nothing in this
Article will be regarded to offer legitimacy to acts done by a Directors after the arrangement of
such Director has been demonstrated to be invalid.

POWER OF DIRECTOR
88. The Managing Director may from time to time with the approval of the Board of Directors
may borrow from any source either from any commercial or schedule banks, or financing
institutions or firms.

89. Any sum of money required for the purpose of the company. the secure the payment or
repayment of such money so borrowed in such manner and upon such terms and conditions in all
respects duly approved by the Board of Directors deemed fit in particular by hypothecation or
charge on all or any part of the property of the company (both present and future) including its
uncalled capital for the time being.

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90. The Directors shall cause a proper Register to be kept in accordance with section 123 of the
Act, of all mortgages and charges specifically affecting the property of the Company, and shall
duly comply with the requirements of Section 109 and 109A of the Act, in regard to the registration
of mortgages and charges therein specified and otherwise and shall also duly comply with the
requirements of Section 117 of the Act, as to keeping a copy of every instrument creating any
mortgage or charge by the Company at the office, and the requirements of Section 121 of the Act,
as to giving intimation of the payment of satisfaction or any charge or mortgage created by the
Company.

91. No transfer of registered debentures shall be registered unless a proper instrument of transfer
duly stamped and executed by the transferor and transferee has been delivered to the Company
together with the certificate or certificates of the debentures.

92. Debentures, debenture stock, bonds, and other securities may be made assignable free from
any equities between the Company and the person to whom the same may be issued.

93. Any debentures, debenture stock, bonds and other securities may be issued at discount,
premium or otherwise and with any special privilege as to redemption, surrender, drawings
allotment of shares, attending and voting at General Meeting of the Company, appointment of
Directors and otherwise.

SEAL

94. The seal of the company will not be registered to instrument without the authority of a
resolution of the board and in the appearance of at least two members of the board or such other
person as the board may appoint for purpose and they will determine every instrument to which
the seal of the company is so afford in their presence.

RETURNS

95. According to section 28 act of the company, shareholders will get their returns.

DIVIDEND

96. Shareholders of the company have subject to right that they entitle to share. If any special rights
attached to dividend and subject to provision of the present and to reserve fund and depreciation
fund of the net profit of the company in portion of any yea, other time will be applied in payment
of dividend on the shares of the company so that shareholder’s paid up share entitled with honor
to proportion of their distribution is fully paid up the shares that is paid amount thereon bearing
nominal amount to each share.

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97. The company declares dividend to the members who have shares in their general meeting
according to the right and interest in profit and decide the payment time.

98. The company does not declare large dividend in the general meeting. They only declare small
dividend that is recommended by director.

99. The dividend will not be payable except out of profit or disturbed profit and not available to
claim to carry interest against the company.

100. The announcements of the directors will be ultimate as the amount of net profit of the
company.

101. The director pays the dividend to the members time to time in their judgment position of the
company.

102. Share will not be transferred until registered.

103. Any General Meeting declaring a dividend may resolve that such dividend be paid wholly or
in Part by distribution of specific assets and in particular of paid up shares, debentures or debenture
stock either of the Company, or of any other Company or in any one or more such ways.

104. Any one of several persons who are registered as the joint-holders of any share may give
capable receiving for all dividends and payments on account of dividend in respect of such share.

105. All dividends unclaimed for one year after having been confirmed may be invested or
otherwise made use of by the Directors for the benefit of the Company until claimed. Unclaimed
dividend will not be lost by the Company.

BANK ACCOUNT

106. The company may open account of different types with any commercial schedule bank in
Bangladesh.

107. All bank account will be operated by the signatory or signatories who is selected by board
of directors.

108. The amount of the foreign donation will be received in a single account which is selected
by board of directors.

BOOKS AND DOCUMENTS

109. The causes to keep proper books of account by the directors with admiration to: -

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 a. All amounts of money received and extended by the Company and to the matter in
respect of which the receipt and cost take place.

b. All goods will be sales and purchases by the company.

c. The assets and liabilities of the Company.

110. All books of account and documents will be kept in registered office or a specific place
where director can explore for office needs.

111. The Directors will govern from time to time whether and to what extent and at what times
and places and under what conditions or regulations the accounts and books of the
Company or any of them will be open to the exploration of the members not being
Directors and no member (not being a Director) will have any right of exploring any
account or book or document of the Company without as considered by the law or
authorized by the Directors or by the Company in General Meeting.

ACCOUNT AND BALANCE SHEET

112. The Directors will require these Sections 131 and 131 A of the Act cause to be made and
to be placed before the Company in General Meeting such profit and loss accounts, income
and expenditure accounts, balance sheet, and reports as are referred to in those Sections.

113. The balance sheet will be made in every year and established before the company in
general meeting and made time that is not more than nine months before such meeting.
The balance sheet is associated by a report of the director as to state of the company’s
affairs and amount which they recommend to be paid by a way of dividend and amount if
any which offers to carry to a reserve fund

114. The balance sheet is sent to the company’s members who entitle to receive the notice of
general meeting in the official manner. The copy and report of balance not less than
fourteen days before meeting.

115. The Directors will conform in all respects with the provisions of Sections 130 to 135 of
the Act, or any statutory amendments thereof for the time being in force.

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 AUDITOR

116. M/s. Jaker & Co., Chartered Accountants, will be the first Auditors of the Company and
their duties be regulated in accordance with Section 144 and 145 of the Act.

LEGAL ADVISER

117. Mr. Rafique-Ul-Huq (Bar-at-law), shall be the Legal Adviser of the Company.
NOTICE
118. A notice may be given by tile Company to any member either personally or by sending it
by post to him to his registered address or (if he has no registered address In Bangladesh).to
the address, if any, within Bangladesh supplied by him to the Company for giving of notice
to him.

119. Where a notice is sent by post, service of the notice shall be deemed to be affected by
properly addressing, preparing and posting a letter containing the notice and unless the
Company is- proved to have been affected at the time at which the letter would be
delivered in the ordinary course of post.

120. If a member. has no registered address in Bangladesh and has not supplied to the Company
any address within Bangladesh for the giving of notice to him a notice addressed to him
advertised in a newspaper circulating in the place where the Registered Office of the
Company is situated shall be deemed to be duly given to him on the day on which the
advertisement appears.

121. A notice may be given by the Company to the joint-holders of a share by giving the notice
to the joint-holder named first in the Register in respect of the share.

122. A notice ma y be given by the Company to the persons entitled to a share in consequence
of the death or insolvency of member by sending it through the post in a prepaid letter
addressed to them by name or by any like description at the address (if any) in Bangladesh
supplied for the purpose by the persons claiming to be entitled or (until such an address
has been supplied) by giving notice in any manner in which the same might have been
given if the death or insolvency had not occurred.

123. Notice of every General Meeting shall be given in such manner hereinafter authorized to
every member of the Company (including bearers of shares warrants) except these
members who (having no registered address within Bangladesh) have not supplied to the
Company an address within Bangladesh for the giving of notices to them, and also every
person entitled to a share in consequence of the death of insolvency of a member who buy
or his death or insolvency would be entitled to receive notice of the meeting.

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 124. Any notice required to be given by the Company to the members or any of them and not
expressly provided for by these Articles shall be sufficiently given if given by
advertisement.

125. Any notice required to be or which may be given by advertisement shall be advertised
once in one or more daily newspapers.

126. Any notice given by advertisement shall be deemed to have been given on the day on
which the advertisement shall first appear.

127. Every person who by operation of law or other means whatsoever shall become entitled
to any shares shall be bound by every notice in respect of such share which previously to
his name and title to the share being notified to the Company shall be duly given to the
persons from whom be derives his title to such share.

128. Any notice or document delivered or sent by post or left at the registered address or any
member in pursuance of these articles shall, notwithstanding such member be them
deceased and whether or not the company have notice of his demise, be deemed to have
been duly served in respect of any registered shares whether held solely or jointly with
other persons by such members, unit some other persons be registered instead as the holder
or joint holder thereof and such service shall for all purposes of these Articles be deemed
a sufficient service of such notice or document on his or her heirs, executors or
administrators and all persons if any jointly interested with him or her in any such share.

129. The signature to any notice to be given by the Company may be written or printed.

130. In the event of a winding up of the Company every member of the Company who
is not for the time being in Dhaka shall be bound within eight weeks after the passing of
an effective resolution to winding up the Company voluntarily or the making of an
order for the winding up of the Company to serve notice in writing on the Company
appointing some house-holder residing in Dhaka upon whom all summons, notice,
process, orders, and judgements in relation to or under the winding-up of the Company
may be served and in default of such nomination the liquidator of the Company shall be
at liberty on behalf of such member to appoint some such person and served upon by
appointee whether appointed by the member or the Liquidator shall be deemed to be
good personal service on such member for all purposes and whether the Liquidator
makes any such appointment he shall with all convenient speed give notice thereof to
such member by advertisement in some Dhaka daily newspaper or by a registered letter
send through the post and addressed to such member at his address as mentioned in the
Register of member of the Company, and such notice shall be deemed to be served on
the day following that on which the advertisement papers or the letter is posted.

RECONSTRUCTION

131. On any deal of the undertaking of the Company, the Executives or the Outlet on a winding
up may, in case approved by an Extra-ordinary Determination acknowledge completely

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 paid-up offers, debentures or securities of any other Company, whether joined in
Bangladesh or not either at that point existing or to be shaped for the reason in entirety or
in portion of the property of the Company, and the Executives, or the Outlet , may
distribute such offers debenture or securities, or any other property of the Company among
the individuals without acknowledgment or vest the same in trustees for them and any
Extra-Ordinary resolution may give for the dispersion or allotment of money offers,
debentures, securities, benefits or property, something else than in agreement with the
strict lawful rights of the members or contributories of the Company, and for the valuation
of any such securities or property at such cost and in such way as the assembly.

SECRECY

132. Each Chief, the Secretary, Chief, Evaluator, Trustee, Part of a Committee, Officer,
Servant, Specialist, Bookkeeper or other individual utilized within the commerce of the
Company should, in case so required by the Chiefs some time recently entering upon his
obligations, sign an affirmation vowing himself to observe strict mystery regarding all
exchanges of his Company with its clients and the state of Accounts with people and in
things relating thereto and might by such affirmation promise himself not to uncover any
of the things which may come to his information within the release of his duties but when
required as to do by the Executives or by any assembly or by a Court of Law and but as
distant as may be fundamental in arrange to comply with any of the arrangement in the
Articles.

133. No part or other individual not being a Chief should be entitled to enter the property of
the Company or to examine or look at the Company's premises or properties of the
Company without the authorization of the Overseeing Chief or Chiefs of the Company for
the time being or to require revelation of or any matter which is or may within the nature
of an exchange mystery, mystery of exchange or mystery prepare or of any matter at all
which may relate to the conduct of the business of the Company and which may within
the supposition of the Executives in case will be inexpedient within the intrigued of the
individuals of the Company to communicate.

INDEMNITY

134. Subject to the arrangements of Area 86C of the act, each Executive of the Company the
Managing Executive, the Secretary, Director and other officer or worker of the Company
should be reimburse by the Company and it should be the obligation of the Chiefs of the
Company to pay out of the finance of the Company all taken a toll, misfortunes and costs
(counting voyaging costs) which any such Executive, Overseeing Executive, Secretary,
Supervisor, Officer or other representative may cause or become obligated to by reason of
any contract entered into or act or deed done by him as such Director, Overseeing
Executive, Secretary, Supervisor, Officer or other representative within the releases of his
obligations.

135. Subject as previously mentioned each Executive, the Overseeing Executive, Secretary,
the Chief, Evaluator or any other officer of the Company might be reimburse against any

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 obligation brought about by him as such Directors, Overseeing Executive, Secretary,
Chief, Reviewer or Officer in protecting any procedures whether respectful or criminal in
which judgment is given in his support or in which he is vindicated or in connection with
any application beneath segment 281 of the Act in which alleviation is given to him by the
Court.
WINDING UP

136. On the off chance that the Company might be wound-up and the resources accessible for
dispersion among the members as such might be inadequately to reimburse the complete
of the paid-up capital such resources shall be conveyed so that as about as may be
misfortunes should be borne by the individuals in proportion to the capital paid-up or
which got to have been paid-up at the graduation of the winding-up the offers held by them
individually. And in the event that in a winding-up the resources available for conveyance
among the individuals should be more than adequate to reimburse the full of the capital
paid-up at the graduation of the winding-up the excess might be conveyed amongst the
individuals in extent to the capital at the graduation of the winding-up paid up or which
got to have been paid up on the offers held by them individually. But this Article is to be
without bias to the rights of the holders of offers issued upon uncommon terms and
conditions.

137. In the time of winding up, company will go for winding up by the supervision of court
through following seven steps under the supervision of court: -

1. Solvency declaration through extraordinary audit with the statement of having capacity to
pay the debt.

2. To declare the solvency capability, have to call a general meeting and announce in
resolution that the company are going for winding up and have solvency certificate.

3. From the time of resolution pass to next ten days have to gazette notification and have to
publish news in newspapers publicly with a heading “The company is winding up”

4. Appointed liquidator’s details have to submit in the register office within ten days to take
approval.

5. Liquidators have to seat time to time with creditors to pay their money.

6. If it takes time more than one year then liquidator has to call a general meeting to clear
why he/she is taking time more than one year to close the company and has to submit an
application to count to extend the time.

7. Officially when the company and its activities will be closed at that time the liquidator has
to submit a detail report to the registration office and based on that report registrar office
will winding up the company.

We, the undersigned persons whose names and addresses are subscribed below, are

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 desirous of being formed into a Public Limited Company, in pursuance of this
Memorandum of Association and we respectively agree to take up the number of shares in
the capital of the Company set opposite to our respective names:

Sl.no Name, Address and subscription of Signature of the Subscribers

the subscribers
01. Mohammad Muzammel Hoque
Address: House: 373, Block: C,
Road:10, Bashundhra R/A, Dhaka,
Bangladesh
Occupation: Entrepreneur
02. Dr. Arunima Ishadi
Address: House:17, Road: 12, Block: D,
Dhanmondhi R/A, Dhaka, Bangladesh
Occupation: Physician

03. Dr. Joyti Roy

Address: House: 345, Road: 05, Block:
E, Banasree, Dhaka, Bangladesh
Occupation: Physician

04. Mr. Mehedi Asif

Address: House: 167, Road: 31, Block:
C, Gullshan 2, Dhaka, Bangladesh
Occupation: Businessman

05. Israt Farha

Address: House: 202, Road: 15, Block:
A, Bashundhara R/A, Dhaka,
Bangladesh
Occupation: Entrepreneur

06. Piash Ahmed

Address: House: 67, Road: 04, Block: F,
Bashundhara R/A, Dhaka, Bangladesh
Occupation: Entrepreneur

07. Mohammad Arif

Address: House: 156, Road: 11, Block:

C, Nikunjho, Dhaka, Bangladesh
Occupation: Entrepreneur

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 APPENDIX

References:

1. https://lawhelpbd.com/business/company-law/memorandum-of-association/
2. https://cleartax.in/s/memorandum-of-association-moa
3. scbdhk.org.bd
4. https://www.dnet.org.bd/page/memorandum-article-of-association
5. http://www.buet89.org/articles-association
6. https://www.fmassociatesbd.com/insights/company-incorporation-in-bangladesh

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