Memorandum

MEMORANDUM OF ASSOCIATION

OF

BRISTOL BANGLADESH CONSORTIUM COMPANY LTD.

INCORPORATED UNDER

THE COMPANIES ACT-1994 (XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

BRISTOL BANGLADESH CONSORTIUM COMPANY LIMITED.

I. The name of the Company is BRISTOL BANGLADESH CONSORTIUM COMPANY LIMITED (B B C L)

ii. The registered office of the company shall be situated in Bangladesh.

1.   The objects that the company is established all on any of the following clauses and all the objects will be implemented after obtaining necessary permission from the government/concerned authority/competent authority before commencement of business.

2.   To carry on the business as T.V., V.C.R., V.C.P., Refrigerator, Fan, Air conditioner, Camera, Water cooler, Table Lamp, Sewing machine, House hold appliance of all kinds and all other Electrical & Electronic goods both heavy and light, Auto mobile, Taxi cab, Three wheeler, etc. as may be deemed benefit for the business of the company.

3.   To carry on the business of importers and exporters, stockiest, general order suppliers and marketing.

4.   To carry on business of Sole Agency, Distributorship, Dealership and Trading of all permissible items of all descriptions.

5.   To buy, sell, import, export, prepare and deal in merchandise, commodities and Articles of all kinds and generally to carry on business as merchants, Importers, Exporters, Indentors, Commission agents, Marketing, Clearing agents, Order suppliers, in all kinds of Electric and Electronics Materials.

6.   To carry on the business of import, export, indenting, buying selling & dealing in machineries, implements, equipments including equipment of processing electrical & electronic goods and in any other kind of equipments machineries, materials whatsoever.

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7.         To carry on the business of buying, selling, importing, exporting, manufacturing & dealing in merchandise, commodities & articles of all kinds.

8.         To carry on the business of importers & exporters of all kinds of goods & services, commodities & merchandise from and to all countries of the world.

9.         To carry on the business of purchasing & importing all kinds of machineries, spare parts, raw materials, chemicals & all other materials for the purpose of the business of the company.

10.       To carry on business as indentors, exporters, importers, distributors, order suppliers, wholesale & retail dealers in all kinds of machinery & equipment, raw & other materials.

11.       To manufacture, import, export, buy, sell, exchange, alter, improve, manipulate & otherwise deal all kinds of plants, machineries, apparatuses, tools, utensils substance, materials and things necessary & convenient or carrying on any of the above business.

12.       To carry on business & to act as traders, agent, shipping agents, freight forwarding agents, commission agents, sole agents, buying, selling & indenting agents, tourist agents, ware housemen, business surveyors, store keepers or in any other capacity.

13.       To carry on any of all types of business of import, export, indenting, clearing & forwarding, manufacturer’s representative, commission agent, order suppliers, general merchant, dealer, broker snack, trader & generally to do all acts with in the opinion of the company may be conveniently profitable or usefully acquired & dealt with & carried on by the company in connection with any trade or business to do all such other things are as incidental or conducive to the attainment of any of them.

14.       To manufacture, process & sell (whether wholesale or retail) all or any of the manufacturers & products as aforesaid.

15.       To carry on the business of manufacturing products of all kinds of articles & things used in the manufacture, maintenance & working there of and also the apparatus & implements and things for use in cutlery articles including assembly of auto mobile three wheeler.

16.       To undertake & carry on indenting business of any foreign finished goods or any kind & to act as cleaning & forwarding agents, distributors, stockiest or sellers of any product of any foreign company in Bangladesh or elsewhere.

17.       To carry on the business as importer, exporter, manufacturers, buyer & seller of readymade garment, set up garment industries, import machineries of garment industries, including its spare parts, accessories of the same.

18.       To carry on the business of importer, exporters, stockiest, general order suppliers, indentors & garments Buying House.

19.       To buy, sell, import, export, prepare & deal in merchandise, commodities & Articles of all kinds & generally to carry on business as merchant importers, exporters, indentors, commission agents, marketing, clearing agents, order

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suppliers, in rice, sugar, salts, pulses, oil seeds, condensed & power milk, processed foods, spices, all type of chemical & textiles dyes, pharmaceutical drugs & medicine, jute mills, garments, raw cotton & cotton yarn, cotton textile, second hand clothing, bed sheet, bed spread, pillow cover, hosiery products, nylon products, wool tops, knitting, sewing threads, wool, watches & clocks, fountain pens, pencil, paper & boards, stationary, carbon pen, clip, crockery & cutlery, glass ware, sanitary ware, window glass, leather or leather goods, tires & tubes, raw rubber, betlenuts, bicycle, ship carrying, buying, ship breaker, pump, tube well, spare parts of all description, iron & steel, building materials, bolts, nuts, hinges, whites & port land, grey cement, bricks, railway, hardware, show, greenery, machinery of all description, cars, motor & rubber products, representative for local & foreign joint venture.

20.       To promote and develop industrial production and to establish all kinds of mills, factories, workshops, marketing & trading centers & to do anything connected therewith.

21.       To carry on any of the business, which may seem to the company capable of being conveniently carried on in connection with any of the above or calculated directly or indirectly to render profitable or enhance the value the company’s property or rights for the time being and in connection therewith for the benefit of the company.

22.       To purchase or otherwise acquire & undertake all or any part of the business, property, liabilities & assets of any persons or company engaged in any business, which the company is authorized to carry on or possessed to property suitable for the purpose of the company.

23.       To improve, manage, develop, sell or exchange. Lease, mortgage, dispose or turn into account or otherwise deal with all or any of the property and rights of the company.

24.       To advance money to such persons, firms, associations or companies in such terms am may seem expedient & in particular to customers & others having dealing with the company & to guarantee the performances of contract by any such persons, firms, companies or associations.

25.       To enter into any arrangements with the government or authorities municipal local or other bodies that may seem conducive to the companies objects or any of them & to obtain from any such government or authority any rights, privileges & concessions which the company may think fit desirable to obtain & to carry out exercise & comply with any such arrangements, rights, privileges & concessions in exchange of money or share of the company.

26.       To enter into partnership or into any arrangement for sharing profits, union of interest co-operation, joint venture or reciprocal concession with any person or company carrying on or engaged in any business so as directly or indirectly to benefit this company and to advance money to guarantee the contracts of or otherwise assist, any such person or company & to take or otherwise acquire shares & securities of any such company & to sale hold, re-issue with or without guarantee or otherwise deal with the same.

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27.       To borrow or raise or secure the payment of money in such manner as the company may think fit from the capital markets in Bangladesh and abroad, banks and financial institutions & companies and individuals.

28.       To draw, make, accept, endorse, discount, execute & issue promissory notes, bill of exchange, bills of lading & other negotiable instruments.

29.       To sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit & in particular for shares, debentures or securities of any other company having objects altogether or in part to those of this company.

30.       To do all or any of the above things as principal agents, contractors, trustee or other bodies & either alone of in conjunction with others.

31.       To do all such other things & incidental of conducive to the attainment of the above objects.

32.       To establish a modern laundry, dry cleaning plant, washing plant and any of all other allied business.

33.       To set up & establish Air-conditioned Radio controlled Taxi services within the cities in Bangladesh with a view to service the general public.

34.       To do all or any of the above things as principal agent, contractors, trustee, or other bodies and either alone or in conjunction with others. To establish, to carry on the business of importers & exporters of all kinds of goods & services, commodities & merchandise from and to all countries of the world.

35.       To carry on business of Limousine service, Door pickup and drop passengers with air-conditioned vehicles.

36.       To establish, set up, manage, control, manufacturing all kind of oil plant industry and import all kind of machineries and raw materials from abroad or collect locally or what ever the company thinks fit.

37.       To establish a modern Gas Oven, Electric Oven, Pressure Cooker, Rice Cooker and any or all other allied business.

38.       To carry on the business of export & import of all commercial permissible items, Industrial contractor, Indentors, suppliers, buying & selling, agent, wholesale and retail distributors of all and every kinds of general and special products, goods, substance and materials.

39.       To supply purchase and to sale Printing and Stationary and all kind of Goods, material, raw material, finished goods or required goods, order by the respective authority, Government authority, Private organization, Semi Government, Bangladesh Biman, Municipal authority either in native country or abroad.

40.       To set up manufacturing Plant of Vegetable Oil and appoint Executive Staff for improving marketing and appoint Dealer. Whole seller, Agent, Commission Agent, Principal Agent for better development of the marketing of the company.

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41.       To set up Timber Industries for manufacturing or production of timber and allied materials like Cane, Bamboo, Artificial wood and Wooden materials either of Local or Foreign or both and to carry on such other business and production as Furniture fixture, Doors, Window, Cubicles, Door frames, Window frames, Showcases, Cupboard, Wardrobe, Internal decoration.

42.       To import or acquire such Plant and Machinery, Equipment and Accessories, Tools as may be required from time to time to carry on the above business.

43.       To carry on the business of all kind of Electronics goods to sell at installment basis and marketing any where in Bangladesh agents as a Buying house, Exporter, Importers, Indentor, Manufacturer’s Representatives and as a Commission Agent.

44.       To set up Industry for the purpose of textile weaving warp knitting, spinner, bailing, dyeing, processing, finishing, threading, combing, bleaching, pressing, cutting, baling, storing, designers and otherwise generally manufacturing and dealing in synthetic, woolen, woolen yarn, polyester and rayon fabrics and textiles of all description, exporters, importers, wholesale and retail dealers in ready made garments woolen cotton, rayon silk, artificial as knitting of all sorts and distribution in textile fabrics, of all kinds as well as to establish factory of aforesaid items whether within or outside of the country either in self endeavor or joint collaboration with local or foreign investor.

45.       To set up, establish, manufacturing plant/Industry to produce all kind of Food items like Dextrose, Glucose, Vitamin-C, Tang, Milk products, Jam, Jelly, Etcher, Sauce, bakery items, and Biscuit, Ice cream, Baby food, Spices, Curry Paste, Fruit juice manufacturing & marketing or whatever the company thinks fit for food items.

46.       To set up, establish, manufacturing plant of mineral water, purified water and import and establish plastic industries for manufacturing bottle, jar, various kind of plastic pot and all kind of plastic products and paper products.

47.       To export all kind of Food products & Mineral water, Plastic Bottle and Jar and Plastic products.

48.       To Appoint Dealer, Whole seller, Agent, Principal Agent, Marketing Agent.

49.       To set up, establish cosmetics industries for manufacturing all kind of cosmetics and import all cosmetics raw materials, Cosmetics manufacture Machineries and its related goods, which is required for cosmetics manufacturing.

50.       To carry business of cosmetics like, Snow, Powder, lipstick, Hair oil, Hair dye, Hair tone, Shampoo, Cream, Cold cream, Vanishing cream, Skin spot cream, Hair removing cream, Clean cream, Soap, Liquid shop, Coconut oil, Coil Washing powder, Tooth powder, Tooth brush, Toilet cleaner, dish washing powder, Floor washing liquid, Lotion, Body lotion, Shaving cream, Shaving lotion, Mosquito spray, Insect killer, Tooth paste, Mouth wash, Scent/perfume, Laundry shop, Blue & Dye powder, Pickle heat powder and all kind of cosmetics and Toiletries what ever the company thinks fit.

51.       To carry on with the business of transportation of goods & passengers national and internationally.

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52.       To carry on the business for the goods & passengers transportation in and abroad.

53.    To set up and establish automobile workshop, factories to manufacture and assemble all types of vehicle, spare parts, motors, generators, tires, tubes through local finance or collaboration of foreign countries as joint venture.

54.    To carry on Business of Import & Export and Marketing of all kinds of Vehicles Reconditioned or new in Bangladesh and abroad.

55.    To carry on the business of Timbers, Wood, Ply wood, Ply board, various kind of wood & wooden door and Modern furniture, Furniture raw materials solely or joint venture with any Local & Foreign Company.

56.    To establish specialize Cold storage for preservation of Food, vegetable, Fruits or all other raw items.

57.    To establish Ice-cream plant, Ice-plant, Freezing plant and cold storage for manufacturing Ice cream, Block, Ice freezing and or preservation of fish, Shrimps, and Processing and Chilling of fisheries.

58.    To carry on business of Handicrafts, and Jewelry, made of Natural or Synthetic substances Irrespective of band or machine, sale in hole and abroad.

59.    To Import, Export, Buy, Sales, Manufacturing and Marketing of all kinds of consumer products.

60.    To establish branch offices, sub-offices inside the country or abroad for conducting the business.

61.    To buy, sell deal in all and every kind of manufactured raw and un-manufactured Iron, steel, Wood, Brick, Cement, Ceramics, Granite limestone or other stone or materials and other products and bi-products and for such purpose to acquire, take on lease, or in exchange or otherwise and any part of forests, mining leases, undertakings, lands buildings or properties.

62.    To set up and establish modern Poultry Farm, breeding farm, dairy, Hatcheries, Horticulture, Agricultural, Project, Fishery, Seedling, Nursery, Ornamental & pot plants, Vegetable farming, Fruit Gardens, Beef Fattening, Buy/Purchase, Cattle, Buffaloes and other Domestic Animal and Beasts, Cocks/Hens, Ducks, Birds, Fishes, Wild life and Acquire Lands and to Develop them for the purpose by Purchase, Take on Lease, Hire or otherwise pond, Lake and to construct houses, Sheds, Boundary walls godowns, for them and to produce their reed on the aforesaid land or to Buy, Sell, Prepare, Produce Import and Export such Feeds, Maintain, Preserve above Cattle, Buffaloes, Cocks, Hens, Ducks, and to Produce Calf/Calves by Breeding and also to produce Eggs, Cockerels, Purchase of Land, Improvement Development of Housing Facilities and sell them as and when required, and also carry on the business as Pasteurized Milk producer and Supplier Milk, Butter, Cheese, Chana Curd, Sweetmeat, after necessary Testing, Packing, canning or Machinery and Equipment for Milk and Fish Pasteurization, Processing and Reprocessing, Packing, Canning and Labeling.

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63.    To carry on the business of selling, buying, importing, exporting, distributing, of all kinds of computer, computer accessories, instruments spares and tools and international and Local Telecommunication, Computers, Electrical and Electronics business, internet communication, Financial Computer, Data base, computer Hardware & Software Manufacturing & Marketing, Computer Constancy, data processing, programming, system designing, installation, management, services relating to electronic data processing and any or all other allied business as well as to establish industry for assembling of computer whether within or outside of the country either self endeavor or joint collaboration with foreign investor.

64.    To carry on the business of building, constructing, manufacturing, assembling, buying, selling, importing marketing, exporting, storing, repairing servicing, converting, altering, improving, remodeling, designing, doodling, letting of hire/or other wise dealing in all kinds appliances, accessories, fixtures, fittings, components, spare parts, paints, product, bi-products, preparations, chemical, medicine cosmetics petro-chemicals oil articles, finished/semi-finished goods, raw materials and stock of all kinds and description whether for aforesaid industrial engineering, agricultural, commercial, domestic or any other use.

65.    To carry on the business of marketing agents and marketing advisers, legal and commercial adviser, managing agents, and management advisers of person, firms, companies or other organizations in business or trade of any kind and also to carry on the determined from time to time by the company.

66.    To carry on the business of Builders, Engineers, Architecture Consultancy and Contractors.

67.    To purchase, acquire, take on lease, or in exchange or in any other lawful manner, any area, Land, buildings, structures and to turn the same into account, develop the same and dispose of or maintain the same and to build townships, gardens, towns, markets, housing estates, residential house, bungalows or other buildings or conveniences thereon and to equip the same or any part thereof with all or any amenities or conveniences, drainage facility, electricity, water supply, sewerage, installations and to deal with the same in any matter.

68.    To provide lands with Buildings, Apartments, House, Flats, Huts, or other accommodation constructed or to be constructed by the Company for associations, societies or members there of and others on their behalf to secure loans from government. House Building Finance Corporation, Banks and other institutions, and sources and to do all things, deeds and acts that may be necessary and incidental to build and construct such Buildings, Apartment, House, Flats, Rooms, Huts and other accommodation on terms and conditions that may be agreed upon by and between the parties.

69.    To build, take on lease, purchase acquire in any manner what so ever an houses, buildings, apartments, flats, rooms, huts or other accommodation for residential, dwelling business and all other purposes connected therewith for residential, dwelling, business and all other purposes connected therewith and to let or dispose of the same on installment basis, rent, purchase basis or by outright sale, whether by private treaty or by auction or in any other mode of disposition all or any integral part thereof.           

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70.    To process the company to be registered or recognized in any foreign country or place and to take all steps which may necessary of expedient to enable to carry on business thereon.

71.    To carry on the Business of buying, selling, Importing, exporting of Magnetic items, different Magnetizer parts, Components, Electronics goods and allied matters and to establish industry for manufacturing and producing of accessories, spares, tools or complete consuming items or also to set up industry for assembling Electronics goods of aforesaid materials within or outside of the country either in self endeavor or joint venture with local or foreign investor.

72.    To enter into the Business of private Tourism as well as to set touring center in historically, geographically or a place is important to any other reason, and also to provide facilities of transport, Residence, fooding in this respect.

73.    To carry on the business of Buying, Selling, Importing of all kind of papers, stationeries, Office equipment as well as to establish paper, pulp and board mill within or out side of the country either self endeavor or joint venture with local or foreign investor.

74.    To carry on the business of Buying, Selling, exporting, Importing of all kind of marble stone ceramic materials, Tiles in furnished form and also to establish industry for producing, manufacturing aforesaid industry either in self endeavor or joint venture within or out side of the country.

75.    To carry on the business of Buying, Selling, exporting, Importing of mineral, oil and petro-chemical items, as well as to establish an oil refinery either in self-endeavor or joint collaboration with local or foreign investor.

76.    To enter into a business of Buying, Selling, Importing, exporting distributing of different kinds of processed foods as well as to establish an oil refinery either in self-endeavor or joint venture with local or foreign investor.

77.    To enter into a business with a view to set up a automatic Biscuit factory, Flour mill, all kinds of oil mill, Dal mill & Salt industry.

78.    To set up, assembling industries of any type cold storage and ice plant in self endeavor or joint collaboration with local or foreign investor.

79.    To enter into a business of buying, selling importing all kinds of glass or materiel utensils produced form glass and also to establish industry for producing manufacturing of all kinds tools, spare parts, utensils toys for use of industrial commercial official household consumption, recreation, amusement within and outside of Bangladesh either in self endeavor or joint collaboration with or foreign investor.

80.    To acquire and execute in Bangladesh the mandatory right of a sole distributors-ship, import, marketing in the territory of Bangladesh, export of needs arise and to take with all concerned authorities for effective measure for registration.

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81.    To carry on the business of buying, selling, collecting, importing of Tea as well as to enter into tea plantation and tea gardening other in self endeavor and joint venture with local or foreign investor.

82.    To carry on the business of buying. Selling, exporting, importing distributing all kinds or agro-chemical materials as well establish industry of manufacturing, producing of aforesaid material whether within or outside of the country either is self endeavor or joint venture with local or foreign investor.

83.    To enter into a business of importing, exporting, buying, selling all kinds of dyes and chemicals and to set up industry for producing and manufacturing of aforesaid it whether within or outside of the country either in self endeavor or joint collaboration with local or foreign investor.

84.    To carry on the business of iron founder, manufacturers of machineries and implements of all kinds of tool makers, brass and aluminum founders, metal worker, boiler makers, iron and steel converters, wood workers, builders, printers, generators, carriers and to buy, sell, repair, cover, let on hire and hardware of all kinds whether within or outside of the country in self endeavor joint collaboration with local or foreign investor.

85.    To carry on the business of buying, selling, importing, exporting of all cement and also set industry for producing and manufacturing of aforesaid materials either self endeavor or joint collaboration with local or foreign investor.

86.    To carry on the business of students consultancy counseling, Appoint experts, adviser for students counseling, open branch office of foreign educational institution as local agents in Bangladesh, act as local agent of foreign college, university, to select students for admission into their institution.

87.    To carry on Business of tubes and pipes both wholesale and retail as well as to establish industry for manufacturing and producing of tubes and pipe.

88.    To set up steel mill and also enter into the business of all kinds of steel materials, home and abroad either in self endeavor or joint collaboration with local or foreign investor.

iv)     The liability of the Members is limited.

v)      The authorized share capital of the company is Tk. 1,00,00,000/- (taka One Core) only divided into 1,00,000/- (One Lac) ordinary shares of Tk. 100/- (One hundred) each with power increase reduce or repay the capital or any portion there of and to divide the share of Company from time to time into several classes and to attach there to respectively and preferential deferred, qualified, or other special rights, privileges or conditions and upon the sub-division or consolidation of any share or shares to apportions the right to participate in profits in any manner as between the shares resulting from sub-division or consolidation of any share or shares to apportion the rights to participate in profits in any manners between the shares resulting from sub-division as may be prescribed by the Articles of Association of the Company.

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We. The several people, whose name address and descriptions are subscribed below, are desirous of being formed into a Private Limited Company in pursuance 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. No	Name, Address and Description of the Subscribe	Number of Shares Taken by each Subscriber	Signature of the Subscriber
01.	Ln. M. R. Howlader Date of Birth: January 01, 1968 S/O. Idrish Howlader & Ms Rezia Begum House # 05, Road # 01, Block # C, Mirpur-12, Dhaka-1216. Tel: 01711-52 12 19 Profession: Business, Nationality: Bangladeshi. TIN: 080-101-0921	8,000 (Eight thousand Shares)
02.	S. K. Howlader Date of Birth: January 01, 1983 S/O. Idrish Howlader & Ms Rezia Begum House # 05, Road # 01, Block # C, Mirpur-12, Dhaka-1216. Tel: 01711-52 12 19 Profession: Business, Nationality: Bangladeshi. TIN: 252-100-7493/C-90	1,000 (One thousand Shares)
03.	M. Rahman          Date of Birth: May 11, 1982 S/O. Idrish Howlader & Ms Rezia Begum House # 05, Road # 01, Block # C, Mirpur-12, Dhaka-1216. Tel: 01711-52 12 19 Profession: Business, Nationality: Bangladeshi. TIN: 252-100-7485/C-90	1,000 (One thousand Shares)
Total		10,000 (Ten thousand Shares)

                                                                                                                      

Dated the 10^th March 2008

Name, Address and occupation of withness to the above signatures.

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INCORPORATED UNDER

THE COMPANIES ACT-1994 (XVIII OF 1994)

A PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

BRISTOL BANGLADESH CONSORTIUM COMPANY LIMITED

                                                               PRELIMINARY

1.      The regulations contained in the Schedule-1 of the Companies Act. 1994 (there in after called the companies Act) shall apply to this company with respect to such provisions as are applicable to a Private Limited Company so far only as are not negative or modified by or as are not contained in the following Articles or any other articles as may from time to time be farmed by the Company or by any Statute.

PRIVATE LIMITED COMPANY

2.      The Company is a “Private Limited Company” within the meaning of section-2

(1)    Clause (Ta) of the Companies Act. 1994 and accordingly:

(i)      No invitation shall be issued to the public to the public to subscribe for any shares of debenture of the Company.

(ii)     The number of the members of the Company (exclusive of persons in employment of the Company) shall be limited to twenty provided for the purpose of this provision where two or more persons hold one or more shares jointly in the Company they shall be treated as single member; and

(iii)    The rights to transfer the shares of the Company are restricted in the manner and to the extent here in after appearing.

(iv)    Any invitation to the public to subscribe for any share or debenture stock of the Company is prohibited.

BUSINESS

3.      (i) The business of the Company shall include all or any of several objects expressed in the Memorandum of Association.

(ii)     Company shall have its registered office in Bangladesh and the business of the Company shall be carried out in Bangladesh and abroad as per the decision of the Directors.

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SHARE CAPITAL

4.         The Authorized share Capital of the Company is Tk. 1,00,00,000/- (Taka One Core) divided into 1,00,000 (One Lac) ordinary shares of Tk. 100/- (Taka One hundred) each with power to increase or reduce the capital and to divide the shares for the time being into several classes and attach there to such qualified or special rights, privileges and conditions in such manner as may from time to tine be provided by the regulations of the Company and to consolidate or sub-divide the share and issue shares of higher or lower denomination.

5.         The shares shall be under the control of the Directors who may allot in cash or consideration other than cash or other wise dispose of the same to such person in such manner or on such terms and conditions as the directors think fit.

                                             SHARE CERTIFICATE        

6.         The certificate of title to share and duplicate there of when ever necessary shall be issued to the members under the common seal of the company and shall be signed by the Managing Director of the Company.

7.         If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement on wearing out) on delivering of the old certificate and on payment of such sum word not exceeding Tk. 100/- (One hundred) per the approval of the director.

                                                                                                                  

TRANSFER OF SHARES

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

9.         With the approval of the Board of Directors any share may be transferred by a shareholder to his or her wife, husband, son, daughter, brother, sister, father, mother or any trust whether created by shareholder or any one of else except as aforesaid. No share shall be transferred to any person who is not a member of the company so long as any member is willing to purchase the same at the fair value to be determined by the Board of Director at their discretion. The procedure ascertaining whether any member is willing to purchase any share shall be determined by the Board of Director.

10.       Every member desirous of transferring his/ her shares shall at the first instance offer the same to the existing members of the Company, the shares of each shareholder shall transmit on his or her death to his or her legal heirs of other legal representative. Where there is no will or letter of administrate on have been taken out, upon proof of the title which may be considered satisfactory by the Directors, beneficiary shall the recognized by the Company as being entitled to shares of the deceased holder. If there is a will probate of letter of the administration with a copy of the will Annex-E shall be taken out before such title can be recognized.

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11.       The Directors may without assigning any person whatsoever decline to register any transfer of share including transfer to any person who is a member of the company.

ALTERATION CAPITAL

12.       The Directors may, with the sanction of the Company in General Meeting increase the share capital such sum, to be divided into shares of such amount, as the resolution shall prescribe.

13.       The Company may with special resolution, reduce its shares capital in any manner and with and subject to any incident authorized and consent required by law.

BORROWING POWERS

14.       The board of Directors may from time to time at their absolute direction raise or borrow any sum or sums of money for the purpose of the company and from any person (s) banks (s) firms, company (s) and particularly from any Director (s) and may secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures of the company any promissory notes or bills of exchange or giving or issuing any other security of the company or by mortgage or by charge or all or any property of the company, (both present and future) including its uncalled capital for the time being and the Directors or any of them may guarantee the whole or any part of the lone or debts raised by or on behalf of the company or ant interest payable there on with power to the Directors to indemnify the guarantors from or against any liability under their guarantee by means of mortgage or hypothecation of or charge upon any property and assets of the company movable, improve or otherwise.

GENERAL MEETING

15.       The first general meeting of the company shall be held within eighteen months from the date of its incorporation. Subsequent general meetings shall be held once in every calendar year. (not being more than fifteen months after the last general meeting). The general meetings referred to in this articles shall be called “Annual General Meeting” (AGM). All other meetings of the shareholders of the company shall be called Extra Ordinary General Meeting” Time and place of all general meetings shall be decided by the Board of directors from time to time meeting of the company shall be called and preside over by the Chairman.

16.       The Directors may at any time call an Extra Ordinary General Meeting and an Extra Ordinary General Meeting may also be called by the shareholders on requisition in accordance with the provisions of section 84 of the Companies Act 1994.

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PROCEEDING AT GENERAL MEETING

17.       Subject to the provisions of section 87(2) of the companies Act, 1994, relating to special resolutions at least fourteen days notice specifying the place, the day and the hour of the 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 accident omission to give such notice for or non receipt of such notice by any member shall not invalidate the proceedings of general meeting, with the consent of all the members the general meeting may be called by a shorter notice and in such manner as the members think fit.

QUORUM

18.       No business shall be transacted at any general meeting unless the quorum of member is present at the when the meeting proceeds 2 (Two) members present in person shall from a QUORUM for general meeting.

19.       The Chairman of the Company shall preside at every General Meeting. In absence of Chairman the board of Directors shall choose another to be the Chairman of the meeting.

20.       In any general meeting a resolution put to vote of the members shall be decided by a show of hands unless a poll is demanded in accordance with the provisions of clause (c) of sub-section (I) of section 85 of the companies Act, 1994.

VOTE OF MEMBERS

21.       Whenever the Board of Directors thinks it necessary, it may call a General Meeting, whether ordinary or extra-ordinary at such time (subject to the provisions of section 81 the Act.) and the place as the Board thinks fit.

22.       (i) On a show of hands every member present in person shall have one vote and upon every member present in person or by proxy of attorney shall have one vote for every share held by him.

(ii) On a poll, votes may be given either personally or by attorney or by representative with a letter of authorization.

23.       Minutes shall be made in the books provided for the purpose of all resolutions and proceedings in the General Meeting and any such minutes all signed by the Chairman of the Meeting to which they relate or by the Chairman on the next subsequent General Meeting shall be conclusive evidence of such resolution and proceedings.

DIRECTORS

24.       Unless otherwise determined by the Company in general meeting the number of Directors shall be not less than 2 (two) and not more than 50 (fifty)

25.       The following persons shall be the First and Permanent Directors of the Company until otherwise become disqualified under the provisions of section 108 (1) of the Companies Act. 1994 or voluntarily resign or causing death:

1.      Ln. M. R. Howlader

2.      S. K. Howlader

3.      M. Rahman

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26.       The Qualification of a Director shall be holding of 1000 (One thousand) shares of Tk. 100/- (Taka One hundred) each in the Company in his/her own name alone and not jointly with others.

27.       Unless otherwise determined by the company in a general meeting each Director shall receive a sum not exceeding Tk. 3,500/- (Taka three thousand five hundred) only for every meeting of the Board of Directors attended by him/her with such traveling, halting charge incurred by him.

28.       If any Director, when willing to be called upon to perform any extra-service or to make any special exertions for any of the purpose of the company, the company may remunerate the director so doing either by a fixed sum or a percentage on the net profit or otherwise as may be decided by the company in Board Meeting and such remuneration shall been additions to the remuneration in Article No. 26.

29.       The Board of Directors shall have power from time to time to appoint one or more persons as directors who shall retire from office at the next ordinary general meetings as directors provided that by such appointment the total number of directors shall not exceed the maximum number fixed by the Article No. 23.

DISQUALIFICATION OF DIRECTORS

30.       The office of the Directors shall be vacated if he:

(a)     Fail to obtain within the time specified in sub-clause (i) of section 97 of the companies Act. 1994 or any time thereafter ceases to hold the share qualification necessary for his appointment; or

(b)     Is found to be a person of unsound mind by a court of competent jurisdiction; or

(c)      Is adjudged insolvent; or

(d)     Fails to pay calls made on him in respect or shares held by him within six months from the date of such calls beings made; or

(e)     With the sanction of the Company in general meeting accepted or hold any office of profit under the Company other than that of a Managing Director or Manager or a legal or technical adviser or a banker; or

(f)        Absent himself from three consecutive meeting of the Directors on from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Directors.

POWERS AND DUTIES OF DIRECTORS

31.       The business of the company shall be managed by the Directors who may pay all expenses incurred in getting up and registering of the Company and may exercise all such powers of the company as are contained in the Companies Act. 1994 or any statutory modification thereof for the time being enforced or in these articles, required to be exercised by the Company in general meeting subject nevertheless to any regulation be not inconsistent with the aforesaid regulations or provisions as may be exercised by the company in general meeting. But no regulations or provisions, as may be prescribed by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

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PROCEEDING OF DIRECTOR

32.       The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. Question arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

QUORUM

33.       The QUORUM necessary for the transaction of business of Directors in the meeting may be fixed by the Directors and unless so fixed, shall be 2 (Two).

34.       The Chairman or Managing Director may at any time call a meeting of the Board of Directors.

CHAIRMAN

35.       The Board of Directors from time to time may elect Chairman amongst the Board of Directors. His/her tenure of service and his/her function will be decided by the Board of Directors. He/she shall preside at every meeting of the company.

MANAGEMENT AND MANAGING DIRECTOR

36.       Subject to the Control and supervision of the Board of the business and all other affairs of the Company shall be managed by the managing Director of the Company.

37.       M. R. HOWLADER shall be the first Managing Director of the Company from the date of incorporation. He shall be entitled to remain and continue the said office for a period of 5 (five) years. The next Managing Directors will be selected by the Board of Directors.

38.       For the service to be rendered by the Chairman, Managing Director and other Director he/she shall receive such allowances and remuneration as will be determined by the Board of Directors from time to time.

39.       Without prejudice to the general powers and other powers conferred by these proceedings clause hereby declared by the Board of Directors the Managing Director shall have the following powers that is to pay.

(a)       To manage all concerns and affairs of the company, to appoint and employ, officers, agents, advisers, consultants, organizer, experts, scientists, technicians, laborers,  servants and others for the purpose of the company and remove or dismiss them and appoint others in their place and to pay and allow to be paid to employees as aforesaid such salaries, commission, wages fees or other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the Company.

(b)       To borrow or raise any sums of money by loan or otherwise on mortgage or hypothecation, or such securities terms as he may deem fit and execute, sign, and seal or deliver all necessary documents or do any other act on that behalf.

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(c)        To purchase or otherwise acquire for the Company any property, right, privileges such as the Company authorized to such price and generally on such terms and conditions as he thinks fit.

(d)       To sign cheque, certificate and other documents on behalf of the Company.

(e)       To execute and sign in the name of the Company all such deeds and things as are necessary for the welfare of the Company.

(f)         To purchase, sell, exchange or otherwise dispose of the absolutely or conditionally any property for the purpose of the Company. Subject to the approval of the Company.

(g)       To enter into all such negotiations and contract and vary all such contracts and execute do all such act. Deeds in the name and on behalf of the Company as he may consider expedient for any relation to or in the interest of the Company.

(h)        To delegate all or any of the powers hereby conferred upon him and to any Director, Manager, Secretary or the officers of the Company as he may from time to time think fit and proper.

OPERATION OF BANK ACCOUNT

40.       The Company shall open Bank Account in its name with any Commercial Bank/Banks which shall be operated under the Single Signature of the Managing Director.

ADVISER

41.       The Board of Directors may from time to time appoint any suitable acceptable person (s) as Advisor of the Company.

NOTICE

42.       When a notice is sent by post, service of the notice shall be deemed to effect by properly addressing, preparing and posting a letter containing the notice any unless contrary is proved to have been effect at the time which the letter would deliver in the ordinary course of post & regulations No. 113 to 117 of schedule-1 shall apply.

THE COMMON SEAL

43.       The Common Seal of the Company shall not be affixed to any instrument except by authority of a resolution of the Board of Directors and in the presence of one Director who shall sign every instrument to which the Common Seal of the Company is so affixed.

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DIVIDEND AND RESERVES

44.       The Company in General Meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors in the capital of the Company at the date to declaration of the dividend after creation of reserve as they think it.

45.       The Directors may from time to time, pay the members such interim dividends as appear to the Directors to be justified by the profits of the Company.

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

47.       The Board of Directors shall have absolute discretion as to the employment of the reserves created out of the net profit of the company and in declaring fully paid bonus share out of profits.

ACCOUNTS

48.       The Directors shall maintain true accounts to be kept in provision of section 181 & 182 of the companies Act. 1994 and shall provide the section 181-182 of the companies Act. 1994.

(a)   Of all sales and purchases of goods by the Company.

(b)   Of the assets and liabilities of the company; and

(c)   Of all sum of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place. The Books of Accounts shall be kept in the Registered Office of the Company or at such other place as the Directors may think fit and shall always be kept open to the inspection of the directors and their signature/ approvals.

AUDIT

49.       Once at least in every year the Accounts of the Company shall be examined and the correctness of the profit and loss Account and Balance sheet ascertained by one or more auditors appointed for the purpose and the provision of Sections 210 to 213 of the Companies Act. 1994 shall be observed.

50. The remuneration of the auditors shall be fixed by the Company in general meeting except that the remuneration of any auditor appointed by the Board of Directors be fixed by them.

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INDEMNITY

51.       The Managing Director and Directors, officer, Servant shall be indemnified by the Company for all losses and expenditure incurred by him or them respectively in or about the discharge of their duty except their willful act. neglect or default and shall be the duty of the Directors to pay out of the fund of the Company in cash all losses and expenses which the Managing Director or any other Directors, officers, or Servants may in any way incur in the discharge of his or their duties and the amount for which indemnity is provided shall immediately attach a lien on the property of the Company and have priority over all claims.

SECRECY

52.       The Managing Director, Director(s) Manage(s) Secretary(s) Auditor(s) Accountant(s) Officer(s) Agent(s) or other personal(s) employed in the business of the Company shall have to observe strict secrecy respecting all matters which may come to his knowledge in the discharge of the duties when required to do so by resolution of the Company or by a court of law or where the person connected is required to do so in order to comply with any provision of the law or in these presents. The Directors shall have absolute discretion as to the investment of the reserve created out of the net profit of the Company and in declaring fully paid bonus shares out of the profit.

ARBITRATION

53.       Any dispute arising among the directors themselves or between the company and any of the Directors, as, to the true interpretation of this Articles or the implication there of shall be referred to the arbitration. Arbitration affairs will be dealt and settled under the arbitration Act. 2001.

WINDING UP

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

55.       The Director, the Sectaries, the Auditors and other officers or Servants for the time being in relation to any of the company be indemnified out of the asked of the company from and against all any act done or emitted in about bonafied exaction on their duty.

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We. The several people, whose name address and descriptions are subscribed below, are desirous of being formed into a Private Limited Company in pursuance 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. No	Name, Address and Description of the Subscribe	Number of Shares Taken by each Subscriber	Signature of the Subscriber
01.	Ln. M. R. Howlader Date of Birth: January 01, 1968 S/O. Idrish Howlader & Ms Rezia Begum House # 05, Road # 01, Block # C, Mirpur-12, Dhaka-1216. Tel: 01711-52 12 19 Profession: Business, Nationality: Bangladeshi. TIN: 080-101-0921	8,000 (Eight thousand Shares)
02.	S. K. Howlader Date of Birth: January 01, 1983 S/O. Idrish Howlader & Ms Rezia Begum House # 05, Road # 01, Block # C, Mirpur-12, Dhaka-1216. Tel: 01711-52 12 19 Profession: Business, Nationality: Bangladeshi. TIN: 252-100-7493/C-90	1,000 (One thousand Shares)
03.	M. Rahman Date of Birth: May 11, 1982 S/O. Idrish Howlader & Ms Rezia Begum House # 05, Road # 01, Block # C, Mirpur-12, Dhaka-1216. Tel: 01711-52 12 19 Profession: Business, Nationality: Bangladeshi. TIN: 252-100-7485/C-90	1,000 (One thousand Shares)
Total		10,000 (Ten thousand Shares)

   

Dated the 10^th March 2008

Name, Address and occupation of withness to the above signatures.

1

2

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BRISTOL BANGLADESH CONSORTIUM COMPANY LTD.

OF

ARTICLES OF ASSERTION

REG. NO-C-70509(      )/08

NO-( 1 )

MEMORANDUM ASSOCIATION & ARTICLES ASSOCIATION

REG. DATE- 25-03-2008

REGISTER