THE COMPANIES ACT, 1994

(ACT XVII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM

&

ARTICLES OF ASSOCIATION OF

OF

Zaas Ventures Ltd.

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

MEMORANDUM OF ASSOCIATION
OF
Zaas Ventures Ltd.
I. The name of the company is Zaas Ventures Ltd.
II. The registered office of the company shall be situated in Bangladesh
III. The objects for which the company is established are all or any of the following (all objects will
be implemented after obtaining necessary permission from the Government/concerned
authority/competent authority before commencement of the business):

1. To promote the economic growth and development of Bangladesh through the efficient provision or facilitation
of structured growth capital and business assistance to growth-oriented Small and Medium Enterprises (SME)
in Bangladesh. To provide or facilitate private equity, venture capital, growth capital and risk capital
investments to SMEs in Bangladesh through equity, mezzanine, equity related, and quasi-equity instruments.
To establish, promote, improve, develop, administer, own and operate enterprises in the SME segment in
Bangladesh and to design, develop, introduce and provide innovative financial services and products for SMEs.
To enhance the business performance of SMEs in Bangladesh by assisting companies in implementing
improvements in management techniques and practices, especially relating to financial control, cost accounting,
quality control, business development, and marketing, through the provision of technical assistance, training,
market linkage, business advisory and consulting services.

2. To facilitate the improvement of social, environmental, labor and governance practices, compliance with
globally accepted or recognized standards, and enhancement of social and development impact of SMEs in
Bangladesh. To pay all expenses incidental to the formation or promotion of this or any other company and the
conduct of its business, and to remunerate any person or company for services rendered in placing or assisting
to place or guaranteeing the placing of any of shares or debentures or other securities of the Company or in or
about the promotion, formation or business of the Company or of any other company promoted wholly or in
part by this Company. To execute any contracts or agreements, or to act as agents, representatives, consultants,
partners or managers of any local or foreign enterprise in the areas of providing structured growth capital and
business assistance to SMEs, or to invest money in any and such manner as, from time to time, may be thought
proper by the Company.

3. To deal in and run the business of digital online content platform & creation and for this purpose to
develop, implement and publish various digital content, written, graphical and otherwise information
technology software & services creating and deploying online platforms and online facilities, digital
content, advertising products, e-commerce activities, mobile applications, social media technologies and
other digital information technology and digital products provide analytics to business as marketing and
intelligence sales promotion, marketing and distribution agent and for this purpose to get the company
registered enlisted with various governmental, private agencies including various printing & publishing
media, radio & television channels, various companies, NGOs, foreign missions engage in production,
screening, transmission & reproduction of online, digital and advertising content and materials, written,
filmed, audio and otherwise.

4. To undertake any and all kinds of works relating to information technology, software development,
services, e-commerce, IT-enabled services or associated services, content creation and marketing, hire or
engage software developers, graphic designers, artists creative professionals, writers, illustrators,
animators, videographers, photographers, salespeople, cameramen, musicians, marketing personnel and all
other required personnel, machinery, articles, apparatus and arrange digital & offline distribution,
exhibition, shows, performance, displays, all types of branding & social activities, films, commercials,
consumer interaction making of various digital contents, including infographics, short films, cartoon films,
jingles, animated films, jingles, written articles and other media & digital content materials arrange digital
publication, transmission, distribution, and digital & physical viewing of above and consult for the same
5. To enter into joint venture, union of interests, cooperation or other arrangement with any company, firm,
organization or person carrying on or proposing to carry on any business within the objects of this
company, and to acquire and hold shares, stocks or securities of any such company. To create or enter into
partnership with trust, foundations, NGOs and any charitable organization carrying on or proposing to carry
on any activity within the objective and vision of this company. To participate in any bid, tender or offer
both national and international in online or digital Industry. To arrange and collaborate with local & foreign
companies & firms or individuals for setting up of any trade or industry or business, participate in local and
foreign tenders, exhibitions and undertake all sorts of business & sales promotion works, including digital
advertising & sales promotion works such as digital, online, & offline seminars, meetings, conferences,
workshops.

6. To advance money to such persons, firms or company and on such terms as may seem expedient, to
provide all sorts of guarantees & securities to any company or concern or individual under approval from
the Board. To make & accept all lawful payments, to acquire or merge with a company, to take or acquire
purchase & issue all types of shares, debentures, instruments. To draw, make, accept, endorse, discount,
execute & issue all types of negotiable or transferable instruments. Also to invest the company moneys
upon such shares & securities and other forms from time to time as determined by the company. To open
all sorts of accounts, obtain various credit facilities from any Bank, Financial institution and to pay
withdraw money to from any such account. To borrow, raise or take loan either in local currency or foreign
currency from all available sources & organization as may deem proper and to repay settle such loans
borrowings.

7. To carry on the business as brokers, capitalists, capabilities, financiers (other than banking & insurance),
industrialists & merchants and to undertake, carry on & execute all kinds and descriptions of financial,
industrial, commercial, trading and other operations. To carry on any other business that may seem to the
company as capable of being conveniently carried on in connection with any such objects and or objects
laid down hereunder, or which directly or indirectly enhance the value of or facilitate the realization of or
render profitable any of the company’s property and or rights. To stand as surety for third party, associate
units, sister concerns and to give guarantee in appropriate situation as the company deem fit for securing
liabilities of such party, sister concerns, associate units and if need be, to mortgage the property & assets of
the company as security for loans and or credit facilities to be availed by abovementioned concerns.

8. To borrow, raise or take loan either in any currency, or in kind from any agency, company, public body,
bank, financial institution, Government or organization of any description, or private person or directors of
the Company on properly deemed & convenient terms & conditions and to secure such loan as deemed
appropriate by the Company, particularly by the issue of debenture or debentures stock, perpetual or
otherwise, by mortgaging, pledging or charging all or any of the Company’s property and assets, both
present & future, including its uncalled capital. Also, to mortgage the property & assets of the company as
security for loans given to associate company and to give guarantee securing liabilities of associate
company. To purchase or otherwise acquire any business, property, patent rights, trademarks, licenses,
assets & liabilities, goodwill of any person, firm or company entitled to and appropriate for this company.

9. To accept payment for any property or right sold or otherwise disposed of or dealt with by the Company,
either in cash, by installments or otherwise, or in shares of any company or corporation with capital or
otherwise, or by means of a mortgage or by debentures or debenture stock of any company or corporation,
or partly in one mode and partly in another, and generally on such terms as the Company may determine,
and to hold, deal with or dispose of any consideration so received. To amalgamate with any other company
whose objects are or include object similar or different to those of this Company, whether by sale or
purchase (for fully or partly paid shares or otherwise) of the undertaking, subject to the liabilities of this or
any such other company as aforesaid with or without winding up or by purchase (for fully or partly paid
shares or otherwise) of all the shares or stock of any such other company, or in any other lawful manner.

10. 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 think fit.

11. 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 oil 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. 10,000,000 (One Core) divided into
100,000(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.
We, the several persons, whose names addresses are subscribed below are desirous of being formed into a
company in accordance with this Memorandum of Association and we respectively agree to take the
number of shares in the capital of the company set opposite to our respective names.

Sl. Name, Address, Profession and Position No. of Signature of Passport size photo
nationality of Subscribers Shares subscribers
Taken
1 Name : ALBAB AL MEHBOOB
Father : Brig. Gen. Md. Mehboobul Haque 2,500
Mother : Nargis Murshida Managing shares
Address : House-1050, Road-07, Avenue- Director ( Two
08,DOHS Mirpur , Dhaka-1216 Thousand
Date of Birth : 28 Feb 1988 Five
Profession : Business Hundred )
Nationality: Bangladeshi
TIN : 332719620130
NID/Passport No. : 2692619468238
Phone : 017 11120 362
E-mail : mehboob_albab@hotmail.com

Name : Khondoker Tasfin Alam Chairman

Father : ………… 2,500 shares
Mother : …………….. ( Two
Address : ………………… Thousand
Date of Birth : 21 Oct 1981 Five
Profession : Business Hundred)
Nationality: Bangladeshi
e-TIN: ……………
NID : 5544747586
Tel:
E-mail: tasfin.alam@daraz.com.bd
2 Name : SYED MOSTAHIDAL HOQ
Father : Syed Mostafijal Hoq
Mother : Syeda Asma Hoq Shareholder
Address : Flat No C2, House No. 34, Road
No. 28 (Old), Dhanmondi R/A, Dhaka
Date of Birth : 01 January 1985 2,500 shares
Profession : Business ( Two
Nationality: Bangladeshi Thousand
e-TIN: 681091161538 Five
NID : 8673707504 Hundred )
Tel: 01969602218
E-mail: mostahidal.hoq@daraz.com.bd
Name : Ashfaq Mohammad Zaman Shareholder 2,500 shares
Father : A.S.M. Ahsanuzzaman ( Two
Chowdhury Thousand
Mother : Lulu Zaman Five
Address : House 59, Flat 5, Dhanmondi Hundred )
R/A, Road 15/A, Jhikatola-1208
Date of Birth : 28 June 1987
Profession : Business
Nationality: Bangladeshi
e-TIN: 698242505419
NID : 1923404717
Tel: 01615600654
E-mail: ashfaq@zamancpa.com
Total - 10,000 -
Shares
Witness-1 Witness-2
Name: Md. Atiqur Sobhan Name: Md. Mostain Billah, FCA
Address:House:1050, Road:07(Old 40) Address: BSEC Bhaban 11th Floor,
Mirpur DOHS, Dhaka 102 Kazi Nazrul Islam Avenue, Dhaka
Phone:01816865868 Phone: 01974-612860
NID:4122304790373 NID: 1011666847
 THE COMPANIES ACT, 1994
(Act XVIII of 1994)

(A PRIVATE COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

ZAAS VENTURES LTD.

GENERAL

01. The regulations contained in the Schedule-1 of the Companies Act (XVIII Act of 1994) as
applicable to Private limited company, shall apply to this Company with regard to such
provisions as are not negative or modified by or as are not contained in the following Articles or
any other Articles that may from time to time be framed by the Company in a General Meeting.

PRIVATE COMPANY

02. The Company is a private company within the meaning of clause (q) of section 2(1) of the
Companies Act 1994 and accordingly:

(i) No invitation shall be issued to the public to subscribe for any share or debenture of the
Company;
(ii) The number of the members of the Company (exclusive of the persons in the
employment of the Company) shall be limited to fifty, provided that for the purpose of
this provision where two or more persons held one or more shares jointly in the
Company, they shall be treated as a single member; and
(iii) The right to transfer the shares of the Company shall be restricted in the manner
hereinafter provided.

RESOLUTION

03. Subject to the provisions of the Companies Act 1994, the Company may by resolution
(a) Increase the share capital by such sum to be divided into shares of such amount as
resolution may prescribe;
(b) Consolidate its shares into share of a larger amount than its existing shares;
(c) Sub-divide its share into shares of a smaller amount than its existing shares;
(d) Cancel any share which at the date of the passing of the resolution have not been
taken or agreed to be taken by any person; and/or
(e) Reduce its share capital in any way.

DEFINITIONS AND INTERPRETATIONS

04. In the construction of these Articles unless inconsistent with the context the singular shall
include the plural and the masculine shall include the feminine and vice versa and the
following words and expressions shall have the following meanings:
Auditors mean and include those persons or firms appointed as statutory auditors of the
Company in accordance with, and within the meaning of the relevant provisions of the
Companies Act, 1994.

Article means these Articles of Association.

Capital means the share capital for the time being raised, or authorized to be raised, for the
purpose of the Company.

Chairman means the chairman of the Company.

Debenture includes debenture-stock.

Directors mean the directors of the Company for the time being or, as the case may be, the
directors assembled at a Board.

Dividend shall include stock dividend.

Extra-Ordinary General Meeting means an Extra-Ordinary General Meeting of the members

duly called and constituted, and any adjourned holding thereof, in accordance with the
relevant provisions of the Companies Act, 1994.

General Meeting means a General Meeting of the members, or any adjourned holding
thereof, held in accordance with the provisions of the Companies Act, 1994.

Member shall mean any person who may from time to time become registered as a
shareholder in the Company and includes the subscribers to the Memorandum of Association of
the Company.

Managing Director shall mean a Managing Director of the Company.

Person shall include individuals, bodies of individuals, limited liability companies and other
corporate bodies.

Secretary shall mean the secretary of the Company.

The Board of Directors or the Board means the Board of Directors for the time being of the
company.

The Act shall mean the Companies Act, 1994 or any statutory modification or re-
enactment thereof, for the time being in force.

The Company or "This Company" shall mean “Zaas Ventures Ltd.” a company incorporated
under the laws of Bangladesh.

The Office shall mean the registered office for the time being of the Company.

The Register or "The Register of Members" shall mean the register of members to be kept
pursuant to the provisions of the Act.

The Seal shall mean the common seal of the Company.

And subject as aforesaid and unless the context otherwise requires words or expressions
contained in these articles, shall bear the same meaning as in the Act in force at the date at
which these articles become binding on the Company.
 BUSINESS

05. The business of the Company shall include all or any of the several subjects expressed in
the Memorandum of Association.

06. The business of the Company may be commenced immediately after the Incorporation of the
Company.
SHARES

07. The authorized share capital of the Company is Tk. 10,000,000 (One Core) divided into
100,000(One Lac ) ordinary shares of Tk. 100 ( One Hundred ) each.

08. The Directors may, with the sanction of the Company in a General Meeting, increase the share
capital of the Company by such sum to be divided into shares of such amount, as the resolution in
the said meeting prescribes.

09. The new shares may be issued on such terms and conditions and with such rights and privileges
as the directors may determine subject to the provision of section 155 of the Act.

10. The Company may, by special resolution, reduce the share capital in any manner subject to
the provisions of the Companies Act, 1994.

11. The shares of the Company shall be under the control of the Directors who may allot or
otherwise dispose of the same to such person or persons and on such terms and conditions and at
such time as the directors think fit and give to any person the call on any shares either at par or
at a premium for such time and for such consideration as the directors think fit.

12. The share capital of the Company for the time being, whether original or increased may be
divided into several classes, with any preferential, deferred, qualified or special rights
privileges and conditions attached thereto. Different classes of shares may again be reclassified
or consolidated or abolished altogether.

13. Shares may be registered in the name of the person or persons, limited companies or other
corporate bodies. Not more than four persons, shall be registered as joint holder of any share,

14. The Redeemable Preference Share may be issued at such time and manner as the Board of
Directors may think fit.

15. No Redemption of Redeemable Preference Share shall be made within two years of issue of such
share.

16. Other than the right of Preference on dividend and Redemption, the holders of the
Preference Share, shall be entitled to all the rights and Privileges enjoyed by the ordinary
shareholders.

17. Redeemable Preferences Shareholders shall not be entitled to any fixed rate of dividend.
Directors may recommend different rates of dividend for different classes of shares.

BANK ACCOUNTS

18. Bank account(s) will be opened with any scheduled bank or banks in Bangladesh or outside and
shall be operated jointly or singly as per resolutions taken by the Board of Directors of the
Company.
 SHARE CERTIFICATES

19. The certificate of title of shares and duplicate thereof whenever necessary, shall be issued to the
members under the common seal of the Company and shall be signed jointly by the Directors as
determined by the Board of the Company. Any two or more joint holders of shares for the
purpose of these Articles shall be treated as a single member in case of polls and the certificate
in respect of any such shares shall, unless authorized by all the joint holders in writing be
delivered to the person first named in the register.
20. If any certificate is worn out, destroyed, defaced, or lost, a new certificate may be reissued in
lieu thereof on such terms and on such indemnity as the Board of Directors may think fit.

LIEN
21. The Company shall have a 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) standing
registered in the name of a single person, for all moneys presently payable by him or his
estate to the Company; but the directors may at any time declare any share to be wholly or in
part exempt from the provisions of this clause. The company's lien, if any, on a share shall
extend to all dividends payable thereon.

22. The company may sell, in such manner as the directors think fit, any share(s) on which the
company has a lien, but no sale shall be made unless some sum in respect of which the lien
exists is presently payable, nor until the expiration of fourteen days after a notice in writing,
stating and demanding payment of such part of amount in respect of which the lien exists as
is presently payable has been given to the register holder for the time being of the share, or the
person entitled by reason of his death or insolvency to the share.

23. The proceeds of the sale under clause # 22 shall be applied in payment of such part of the
amount in respect of which the lien exists as is presently payable and the residue shall subject
to a (like) lien for sums not presently payable, as existed upon the shares prior to the sale be
paid to the person entitled to the shares at the date of the sale. The purchaser shall be registered
as the holder of the shares, and he shall not be bound to see the application of the purchase
money, nor shall his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

CALLS ON SHARES

24. The Directors may, from time to time, make such call as they think fit upon the members
in respect of any money unpaid on their shares and not by the conditions of allotment made
payable at fixed time or time so specified, amount called in his shares. A call be made
payable by installment and shall be deemed to have been made at the time the resolution of the
directors authorizing such call is passed.

25. If the sum payable in respect of any call or installment is not paid before or on the date appointed
for payment thereof, the person from whom the sum is due, shall at the discretion of the
directors, be liable to pay interest upon the sum from the day appointed for the payment
thereof, to the time of the actual payment at such rate as the director may from time to time
determine.

26. The directors may make arrangements for the issue of shares for a difference between the holders
of such shares in the amount of calls to be paid and the time of payments.
 TRANSFER & TRANSMISSION OF SHARES

27. Subject to the prior permission of the Board of Directors, any share or part thereof may be
transferred by any Director/shareholder to his/her children, father, mother, brother, sister, wife,
husband, or to its subsidiary or associated company in case of corporate shareholder. Except as
aforesaid, no share shall be transferred to any person who is not a member of the Company as
long as any member is willing to purchase the same at a fair value to be determined by the
Directors at their discretion. The procedure for ascertaining whether any member is willing to sell
or purchase any share, shall be determined by the Board of Directors.

28. The instrument of transfer of any share of the Company shall be executed by the transferor and
the transferee. The transferor shall be deemed to remain holder of the share until the name of the
transferee is entered in the register of the members in respect thereof.

29. The directors may without assigning any reason whatsoever, decline to register any transfer of
shares including transfer to any person who is a member of the Company.

30. The nominee of the deceased holder of the share, if any, shall be the only person recognized by
the Company as having any title to the share provided the deceased holder of the share has filed
his/her nomination in the form of a declaration or an oath made in writing before a magistrate or
any other competent authority on the office of the Company before his/her death.

31. In the absence of any nominee, the legal representatives of a deceased holder of shares shall be,
upon such proof of their title as may be required by the directors, recognized by the Company as
having any title to the share and such person as above shall be registered as share holder in place
of the deceased.

32. If any member fails to pay any call money or installment on the day appointed for payment
thereof, the directors may, at any time thereafter during such time as the call or installment
remains unpaid, serve a notice on such member requiring him to pay the same, together with any
interest and expense that may have been incurred by the Company by reason of such non-
payment.

33. If the requirements of such notice aforesaid are not complied with any share in respect of which
the notice has been given, may at any time thereafter, before the payment required by notice has
been made, be forfeited by a resolution of the directors to that effect, such forfeiture shall include
all dividends declared in respect of the forfeited shares and not actually paid before its forfeiture.

34. A person whose shares have been forfeited, shall cease to be a member in respect of the share
forfeited, but shall, notwithstanding, be liable to pay the Company all claims, installments,
interests and expenses owing in respect of such shares at the time of the forfeiture together with
interest thereon at six percent per annum and the directors may enforce the payment thereof, if
they think fit, but shall not be bound to do so.

CONVERSION OF SHARES INTO STOCK

35. The directors may, with the sanction of the Company previously given in a general meeting,
convert any paid-up share into stock and may, with similar sanction reconvert any stock into
paid up share of any denomination.

ALTERATION OF CAPITAL
36. The Company may from time to time, by Extra-Ordinary Subject to any special right and
privilege for the time being attached to any issued share shall be issued upon such terms
and conditions and with such rights and privileges annexed thereto as the general meeting
 resolving upon creation thereof, shall direct and if no directions be given and as the directors
shall, subject to the provisions of section 155 (Ka) of the Act, determine.
37. The new share shall be subject to the provisions with reference to the payment of calls, lien
transfer, transmission, and forfeiture and otherwise as shares in the original share capital.

GENERAL MEETING
38. There shall be at least one ordinary General Meeting to be called the annual general meeting
in every calendar year. It should be called in every calendar year and as soon as practicable after
the annual closing of accounts of the Company but not later than fifteen months from the date
of last annual general meeting. The first Annual General Meeting shall be held within 18
(Eighteen) months from the date of Incorporation.
39. Subject to the provision of section 87(2) of the Companies Act, 1994, relating to special
resolution, at least fourteen days’ notice specifying the place, the day and the hour of general
meeting shall be given and in the case of special business, the general nature of such business
shall be notified to the members, but accidental omission to give such notice or non-receipt of
such notice by any member shall not invalidate the proceedings of the general meeting which
may with the consent of all the members be also called by shorter notice and in such manner as
the members think fit.

40. No business shall be transacted at any general meeting unless a quorum of members is present
at the time when the meeting proceeds to business. The quorum for a general meeting shall
be 02 (two) members presence either personally or by proxy present.

41. The Managing Director, or the Board of Directors whenever think it necessary may call
(subject to the provisions of articles 38) a General Meeting whether ordinary or extra-ordinary at
such time and place as he or they think fit.
42. The chairman shall preside over each general meeting and in case of equality of votes or poll in
any meeting the chairman will have a second or casting vote. In case the chairman is absent
in any meeting, the members present in the meeting elect a person to be the chairman at the
meeting who and shall act as chairman at such meeting.

BORROWING POWER
43. With the approval of Board of Directors, the Managing Director or any Director of the Company
may from time to time borrow from any source or any loan giving Agency, both local and
foreign any sum of money required for the purpose of business of the Company with or
without any security of Company's assets both movable and immovable and secure the
payment or repayment of such manner and upon such terms and conditions as he/she thinks
fit in particular by issue of the debentures or debenture stock of the company both present
and future including its uncalled capital for the time being.

44. If the Company avails any local or foreign currency loan from any loan giving Agency
from home or abroad and if such loan giving Agency/Agencies imposes any condition for
appointment of a Director by them, they should be granted the right to appoint in writing one
person as the Director of the Company and to replace such person from time to time. The
Director appointed shall neither be required to hold any qualification share nor be liable to
retirement by rotation. The Director so appointed by the loan giving Agency/Agencies will
be entitled to re-imbursement of traveling and daily allowances at the rates prescribed by the
loan giving Agency/Agencies concerned for attending the Meeting of the Board of Directors
of the Company.
 VOTES OF MEMBERS
45. At any general meeting, a resolution put to vote of the meeting, should be decided on a show of
hands unless a poll (before or on the declaration of the result of the show of hands) is
demanded by the Chairman or by any member or members who held not less than one-tenth
of the issued capital.
46. On a show of hands every member present in person shall have one vote and upon a poll every
member present in person or by proxy or attorney shall have one vote for every share held by
him/her.
47. On a poll, votes may be given either personally or by attorney or by representative
authorized under Section 85 of the Act. Any person entitled under transmission clause to the
transfer of any share may vote at any general meeting in respect thereof in the same manner as if
he/she was the registered holder of shares provided that at least 48 hours before the time of
holding the meeting or adjourned meeting as the case may be, at which he/she proposed to
vote, he/she shall satisfy the Board of Directors or the Managing Director of his/her right as
transferee to such shares unless the Board of Directors or the Managing Director shall
have previously admitted his or her right to vote at such meeting in respect thereof.

DIRECTORS
48. Unless otherwise determined by the Company in a General Meeting the number of Directors shall
not be less than 02 (two) and more than 10 (Ten).

49. The qualification share of a Director shall be holding at least 01 (one) shares of Tk. 100 each but
the Nominee Director shall not be required any qualification share in his own name. Corporate
shareholders having the qualification may appoint Nominee Director in the Company.

50. The following persons shall be the first Directors of the Company until otherwise becomes
disqualified under the provisions of the section 108(1) of the Act or voluntarily resign or causing
death.

(1) Mr. ALBAB AL MEHBOOB

(2) Mr. …………………………….

51. The remuneration to director for attending Board Meeting may be fixed from time to time by the
Company in General Meeting for each meeting attended by them together with reasonable
traveling & other expenses incurred by them.

52. If any Director, is appointed to advise the Board as an expert or to perform extra services or
make special exertion for any of the purposes of the Company or in giving special attention
to the business of the Company or as a member of Committee of Directors, the Company may,
in General Meeting, remunerate such Director so doing, either by a fixed sum or by a
percentage of net profits of the Company at its General Meeting provided that the extra
remuneration in the share of percentage on profits shall be subject to the prior approval of
appropriate authorities and such remuneration may be either in addition at or in substitution of
his share in the remuneration from time to time provided for the Directors.

53. The shareholders shall have the power at any time to appoint any other person to be a
Director of the Company either to fill in a casual vacancy or as an addition to the Board so that the
total number of directors shall not at any time exceed the maximum number to be fixed by Article
48 above. Retirement of Directors by rotation is not applicable to the Company.
 PROCEEDINGS OF DIRECTORS
54. The directors may meet together for the disposal of business and adjourn and otherwise regulate
their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of
votes. In case of an equality of votes, the Chairman shall have a second or casting vote. A director
may, and Secretary on the requisition of a director shall at any time, summon a meeting of
directors.

55. Meeting of Directors may be held at any place and time deemed convenient to them to be taken
place. The Directors may in need, hold it’s meeting through video-conference which will require
endorsement in the immediate next formal Board Meeting.

56. The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as
their number is reduced below the number fixed by or pursuant to the regulations of the company as
the necessary quorum of directors, [and] may act for the purpose of increasing the number of
directors to that number, or of summoning a general meeting of the company, but for no other
purpose.

57. The directors shall determine the period for which the Chairman shall hold office.

58. The directors may delegate any of their powers to committees consisting of such member or
members of their body as they think fit; any committee so formed shall, in the exercise of the
powers so delegated, conform to any restriction and regulations that may be imposed on them by
the directors.

59. A committee may elect a Chairman of their meetings; if no such Chairman is elected or if at any
meeting the Chairman is not present thirty minutes after the time appointed for holding the same the
members present may choose one of their number to the Chairman of the meeting.

60. A committee may meet and adjourn as they think proper. Questions arising at any meeting shall be
determined by a majority votes of the members present and in case of an equality of votes, the
Chairman shall have a second [or] casting vote.

61. All acts done by any meeting of the directors or of a committee of directors, or by any person acting
as a director, shall, notwithstanding that it be afterwards discovered that there was some defect in
the appointment of any such directors or persons acting as aforesaid, or that they or any of them
were disqualified, be as valid as if every such person had been duly appointed and was qualified to
be a director.
62. A resolution by circular in writing signed by all the directors shall be as valid and effectual
as if it had been passed at the meeting of the Board of Directors duly called and constituted.

63. The quorum necessary for the transaction of the business of the meeting of the D irectors
shall be 02 (two).

ALTERNATE DIRECTOR
1. Subject to Section 101 of the Act, the Directors shall at the request of any Director (hereinafter
called "Original Director") during his absence from Bangladesh appoint as his Alternate the person
so nominated by the Original Director and such appointment shall have effect from the date of
nomination of the Alternate Director by the Original Director and the former shall while he holds
office as Alternate Director be entitled to notice meetings of the Directors and in the absence of the
Original Director to attend and vote thereat and shall ipso facto vacate office if and when the
Original Director returns to Bangladesh and an appointment or removal under this Article of an
 Alternate Director shall be effected by the Directors upon the request in writing to the Board under
the hand of the Original Director whom the Alternate Director is to represent or represents.

POWERS AND DUTIES OF DIRECTORS

2. The business of the Company shall be managed by the directors who may pay all such expenses
as preliminary and incidental to the promotion, formation, establishment and registration of
the Company as they think fit and may exercise all such powers of the Company and do on
behalf of the Company, all such acts as may be exercised and done by the Company and as are
not by the statutes or by these articles required to be exercised or done by the Company in
General Meetings subject to any regulations of these articles, to the provisions of the statutes
and to such regulations being not inconsistent with the aforesaid regulations of provisions as may
be prescribed by the Company in general meeting; but no regulation(s) made by the
company in general meeting shall invalidate any prior act of the directors which would have
been valid if such regulation had not been made. The Director any delegate its power to the
Managing Director, Director or other officer/person of the Company.

3. Each of the directors shall be responsible for the proper discharge of the Company's business
that may be entrusted to him/her.
CHAIRMAN

4. Mr. …………………. shall be the first Chairman of the company and he shall remain and hold
the office for the period as decided by the Board of Directors or as he may voluntarily resign
from the post. In case of vacancy the Directors may appoint a new Chairman amongst themselves
in a meeting and resolution taken by the Board of Directors. Remuneration and other facilities of
the Chairman shall also be determined by the Board of Directors from time to time.

MANAGING DIRECTOR

5. Mr. ALBAB AL MEHBOOB  shall be the first Managing Director of the Company for a
period of 05 (five) years from the date of Incorporation of the Company. He may resign
voluntarily from the post. If the post of Managing Director falls vacant for any reason, the Board
of Directors shall be entitled to nominate any of the other Directors to act as Managing
Director. Subject to powers as may be delegated by the Board of Directors, the Managing
Director shall be the executive head of the Company and shall deal with all day to day affairs of
the Company under the supervision of the Board of Directors.

6. Subject to the general supervision of the Board of Directors as provided by these articles the
business of the Company shall be managed, conducted and carried on by the Managing Director
and he/she shall exercise all powers, that have been hereinafter mentioned together with such
additional powers that may be delegated to him/her by the Board of Directors from time to time.

7. Subject to the general supervision of the directors in that behalf, (and subject to the provision
of article 68) in addition to the powers conferred by these presents the Managing Director is
hereby appointed Attorney of the Company for all purposes hereinafter mentioned.

i) To receive all money and securities of the Company and pay out of the funds of the
Company all costs/charges and expenses as preliminary and incidental to the
formation, establishment and registration of the Company and all necessary
expenses for carrying on the business and affair of the Company.

ii) To appoint, suspend, promote, degrade, upgrade, engage, fine and dismiss any or all
officers, employees, experts, clerks, menials, laborers and all other persons of
temporary, permanent as special service and to pay them out of the funds of the
Company such salary, commissions as he/she may think fit.
 iii) To accept, make, draw, sign, and endorse for or on behalf of the Company all
letters, bills of exchange, promissory notes and other negotiable instruments.

iv) To enter into any contract and agreement with any concern or concerns, bank or
banks, person or persons, corporation, government or autonomous bodies
which may be necessary for the convenience of the Company's business affairs.

v) To make and give receipts, realize and other discharges for the money
payable to the Company and for claims and demands of the Company and or all
postal articles, parcels etc. and for all other purposes of the Company.

vi) To compound or allow for payment or satisfaction of any debt, liability due to or by
the Company and any other debt, claim, demand by or against the Company.

vii) To do all other things and everything relating to the interest of the Company and in
connection with any legal proceedings before the competent authority.

viii) To keep in custody all assets, valuable documents, accounts securities on behalf
of the Company.

The Managing Director may delegate all or any of his/her powers to such other directors,
secretaries, managers, agents, or other persons as he/she may think fit and shall have power
to grant to such person power of attorney as he/she may deem expedient and such powers
he/she may at pleasure revoke, subject to the approval of the Board.

DIVIDEND AND RESERVE

71. The Company in general meeting may declare dividends but no dividend shall exceed the
amount recommended by the directors.

72. No dividend shall be payable except out of the profits of the Company of the year or any other
undistributed profits and no dividend shall carry interest as against the Company.

73. The Board of Directors shall have absolute discretion in the employment of the reserves created
out of the net profits of the Company and in declaring fully paid bonus shares out of profits.
The Board of Directors may from time to time pay to the share holder members such
interim dividends as appear to the Board of Directors to be justified by the profits of the
Company.
THE SEAL

74. The Company shall have a common seal and the directors shall provide safe custody thereof.
Every instrument to which the seal is affixed shall be signed by at least one of the directors or
an officer appointed by the company for that purpose and such signature shall be in favour of
any purchase or person having bona fide dealing with the company, be conclusive evidence
of the fact that the seal has been properly affixed. The Company may for its use outside
Bangladesh have an official seal which shall be a facsimile of the common seal of the Company
with on its face the name of the territory or place where it is to be used. The directors shall
provide the safe custody of the common seal of the Company.
 ACCOUNTS

75. The directors shall cause true accounts to be kept.

(a) of the assets and liabilities of the Company.
(b) of all sums of money received and expended by the Company and the matter in respect
of such receipt and expenditure take place.
(c) of all sales and purchases of goods by the Company, and
(d) of all contingent assets and liabilities

The books of accounts shall be kept at the registered office or at such other place as the
directors may think fit and shall always be kept open for the inspection of the directors.

AUDIT

76. At least once in every year the account of the Company shall be examined and the
correctness of the profit and loss account and balance sheet be ascertained by one or more
auditors appointed for the purpose and the provisions of section 210 to 213 of the Companies
Act, 1994 shall be observed.

INDEMNITY

77. Subject to the provisions of Section 102 of the Act, the Managing Director, and every Director,
officer or servant of the Company shall be indemnified out of the assets of the Company and
from against all costs, losses, expenses which they or any of them shall or may incur or
sustain by reason of any act done or committed in or about the bona fide execution of their
duty in their respective offices except such (if any) as they shall incur or sustain by through
their own willful neglect, default, breach of duty/breach of trust.

78. Subject to the provisions of section 102 of the Act, no Director or other officer of the company
or of the Managing Agents (if any) shall be liable for the acts, receipts, neglects or defaults
of any other Director or officer, or for joining in any receipt or other act for conformity, or
for any loss or expense happening to the company through insufficiency or deficiency of
title to any property acquired by the Directors for or on behalf of the company or for the
sufficiency or deficiency of any security in or upon which any of the money of the company
shall be invested or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom any money, securities or
effects shall be entrusted or deposited or for any loss occasioned by any error of
judgment or oversight on his part or for any other loss or damage or misfortune whatsoever
which shall happen in the execution of the duties of his office or in relation thereto, unless the
same shall happen through his own dishonesty.

SECRECY

79. Every director, managing director, chairman, manager, secretary, auditor(s), accounting officer,
agent or other person employed in the business of the Company shall have to observe strict
secrecy respectively in all matters which may come to his knowledge in the discharge of his
duties except when required to do so by resolution of the Company or by a court of law or
where the person connected if required to do so, in order to comply with any provision of the
law or in these presents

ARBITRATION

80. Whenever any difference arises between the Company on the one hand and any of the members
on the other hand touching the true intent, incidence or consequence of these present or to
 any statute affecting the Company or to any of the affairs of the Company, every such
difference shall be referred under the Arbitration Act, 2001.

WINDING UP

81. If the Company shall be wound up, the surplus if any (subject to any rights attached to any
special class of shares forming part of the capital for the time being) of the Company be
applied first in the payment of capital paid up on the shares and excess (if any) shall be
distributed among the members in proportion to the number of shares held by them respectively
at the announcement of winding up.

82. With the sanction of an extra ordinary resolution for the member any part of the assets of
the Company including any share in other company or companies may be divided between
the members of the Company in specie or may be vested in trusts for the benefit of such
member and the liquidators of the Company may be closed and the Company dissolved but
no member shall be compelled to accept share whereon there is any liability.
We, the several persons, whose names addresses are subscribed below are desirous of being
formed into a company in accordance with this Articles of Association and we respectively
agree to take the number of shares in the capital of the company set opposite to our respective
names.

Sl. Name, Address, Profession and Position No. of Signature of Passport size photo
nationality of Subscribers Shares subscribers
Taken
1 Name : ALBAB AL MEHBOOB
Father : Brig. Gen. Md. Mehboobul Haque 2,500
Mother : Nargis Murshida Managing shares
Address : House-1050, Road-07, Avenue- Director ( Two
08,DOHS Mirpur , Dhaka-1216 Thousand
Date of Birth : 28 Feb 1988 Five
Profession : Business Hundred )
Nationality: Bangladeshi
TIN : 332719620130
NID/Passport No. : 2692619468238
Phone : 017 11120 362
E-mail : mehboob_albab@hotmail.com

Name : Khondoker Tasfin Alam Chairman

Father : ………… 2,500 shares
Mother : …………….. ( Two
Address : ………………… Thousand
Date of Birth : 21 Oct 1981 Five
Profession : Business Hundred)
Nationality: Bangladeshi
e-TIN: ……………
NID : 5544747586
Tel:
E-mail: tasfin.alam@daraz.com.bd
2 Name : SYED MOSTAHIDAL HOQ
Father : Syed Mostafijal Hoq
Mother : Syeda Asma Hoq Shareholder
Address : Flat No C2, House No. 34, Road
No. 28 (Old), Dhanmondi R/A, Dhaka
Date of Birth : 01 January 1985 2,500 shares
Profession : Business ( Two
Nationality: Bangladeshi Thousand
e-TIN: 681091161538 Five
NID : 8673707504 Hundred )
Tel: 01969602218
E-mail: mostahidal.hoq@daraz.com.bd
 Name : Ashfaq Mohammad Zaman Shareholder 2,500 shares
Father : A.S.M. Ahsanuzzaman ( Two
Chowdhury Thousand
Mother : Lulu Zaman Five
Address : House 59, Flat 5, Dhanmondi Hundred )
R/A, Road 15/A, Jhikatola-1208
Date of Birth : 28 June 1987
Profession : Business
Nationality: Bangladeshi
e-TIN: 698242505419
NID : 1923404717
Tel: 01615600654
E-mail: ashfaq@zamancpa.com
Total - 10,000 -
Shares

Witness-1 Witness-2
Name: Md. Atiqur Sobhan Name: Md. Mostain Billah, FCA
Address:House:1050, Road:07(Old 40) Address: BSEC Bhaban 11th Floor,
Mirpur DOHS, Dhaka 102 Kazi Nazrul Islam Avenue, Dhaka
Phone:01816865868 Phone: 01974-612860
NID:4122304790373 NID: 1011666847