THE COMPANIES ACT 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATTON OF WESTLINK FASHION

WEAR LIMITED.

I.
II. III.

The name of the Company is WESTLINK FASHION WEAR LIMITED. The Registered office of the company shall be situated in Bangladesh. The objects for which the company is established are all or any of the following and all the objects will be implemented after obtaining necessary permission from the Government/concerned authority/competent authority before commencement of business.

1.

To set up a 100% Export Oriented Knit Industry, readymade garments making industry for making different knit, sweater, Woven garments like, T-shirt, Polo shirt, Tops, Bottom, Shirt, Trousers, Pullover, Sweat shirt, Jackets, Allover, Undergarments, for Ladies, Children, Babies ,Kids, Boys, Girls and Man . To establish a Knit Industry even, either joint venture and rendering expert services on the method of all varieties of garments and other allied industries in Bangladesh and also to help import materials, goods and other requirements and also to render and afford all possible advice in the procurement of such materials and other requirement of such materials and other requirement as may be necessary for the establishment, growth and development of the garments industries, export trade in ready-made garments all allied industries in Bangladesh. To establish Knit Industry for making male wears, female wears and children wears of various kinds, sizes and designs made of cotton fabrics, nylon fabrics, polyester, silk, artificial silk and other fibrous materials and also to sell import, export and otherwise deal cotton fabrics, silk artificial, silk nylon or other fibrous materials and also the products and by products made thereof and knit/ woven fabric printing. To establish a Knit Industry, ready-made garments or knitwear factory for making of all sorts of woven and knitted wears made of cotton fabrics, nylon yarn, polyester, silk artificial silk, nylon or other fibrous materials and also the products and by products made thereof. To establish Knit Industry for manufacturing sweaters, cloths, cotton, polyester, silk, tetron, woolen, nylon, mixed tetron, cloth, shirting suiting, T-shirt, Polo shirt, Tops, Bottom, Shirt, Trousers, Pullover, Sweater shirt, Jackets, Allover, Undergarments, for Ladies, Children, Babies ,Kids, Boys, Girls and Man , genjee other hosiery products.

2.

3.

4.

5.

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6.

To establish a Knit Industry for all types sizes and qualities including male, female wears, children wears made of cotton yarn, nylon yarn, polyesters, silk, artificial silk and any other natural/ artificial/ mixed fibrous materials.

7.
8.

To establish a factory for preparation, sizing, cutting, processing, printing, embroidering, dyeing and collaring of all types of garments or sweater item. To carry on the business of consultancy, buying and selling agents, commission agents and indentors, exporters of all kinds of ready made garments manufactured and produced in Bangladesh as well as the export of other goods such as textile, leather, jute and other fabrics and products made out of those goods and other allied manufactured goods. To carry on the business of manufacturing, exporting and Importing of ready made garments items, sweaters, clothing, and wearing apparel of all kinds out of cotton, silk, jute, wool and synthetic fabrics and the like. equipments and garments or sweater accessories, that may be required for manufacturing works of ready-made sweater or garments factories and industries. accessories, sweaters, like printed labels woven labels, hang tags, sticker, gum tape, cello tape, p. p band, carton, collar-stand, back-board, neck-board, butter-fly, zipper, interlining and fabrics used on shirts, pants, trousers, blouses, T-shirts and all other wearing apparels and garments.

9.

10. To carry on business of export, import, indenting and deal in garments, sweater

11. To carry on the business of manufacturers and suppliers of all types of garments

12. To carry of the business of ready made garments, sweater, textile, spinning,
knitting, weaving, processing, dying, printing, standard, calendar, finishing, packaging and all of textile and garments related activities. purpose of manufacturing cloths, yarns and any other textile goods i. e. all type of textiles made of silk, art silk, nylon, polyester, other synthetics cotton/viscose and blended yarns/ fibers. And also to buy, sell, import and otherwise deal in all types of silk, art silk, synthetic and blended fabric, yarns, garments and other made up textile goods. 14. To carry on all over the business of weavers, bleachers dyers, printers, knitters, Hoosiers, manufacturers importers, exporters, dealers on texture fabrics of milliners, dross, makers tailors, clothiers, outfitters dealers in reeducate garments cotton, silken, synthetics, cotton and woolen piece goods jumpers. 15. To carry on the business of weavers manufacturers, ginners, presses, packers and balers of silk, cotton, jute, wool, hemp, artificial silk and any other fibrous materials and the cultivation thereof and the business of spinning, doubling weaving or otherwise manufacturing, bleaching, printing and selling yarn, cloth men and other goods and fabrics whether woven knitted or looped and of buying dealing in silk jute wool cotton and other fibrous materials, yarn, cloth men and other goods and fabrics whether woven knitted or looped and of buying, dealing in silk, jute, wool, cotton and other fibrous materials yarn, cloth, linen and other goods, or

13. To set and establish a specialized knit industry, composite textile industry for the

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merchandise made thereof and generally to carry on the business of cotton wool, silk, spinners and doubles, knitters, linen, manufacturers, wool, cotton, flax, hemp, jute and artificial silk woolen yarn and cloth, merchants bleachers and dyers makers of bleaching and dyeing materials and to transact all manufacturing or carrying and preparing processes and mercantile business that may be necessary or expedient and to purchase and band raw materials and manufactured articles. 16. To carry on the business of import, export, indenting, clearing, forwarding and shipping, chartering, agents and all other general merchandise and incidental business works concerning thereto and to obtain licenses, permission, from custom, port authority, municipal corporation, government offices, necessary for the carrying on the aforesaid business.

17. To carry on the business as importers, exporters, stockiest, general order suppliers
and indenters and for that purpose to set up, establish and maintain buying house.

18. To carry on the business and to traders, importers, exporters, of any commodity,

commission agents, handling agents, indenting agents, stevedores, foreign brokers as the company may think fit from time to time.

19. To carry on the business as indenters, suppliers, dealers, distributors, manufacture, traders in all commercial, industrial, commercial, suppliers, pharmaceuticals and all other goods and articles. 20. To pay commission to brokers and others for the business purpose of the company. 21. To realize, mortgage or pledge or dispose of the whole or any part of the undertaking of the company or any property, business, rights or assets of any kinds belonging to the company or any share or interest therein, in such manner and for such consideration as the company may think fit and in particular for shares debentures or securities of any other company having objects all together or part similar to those of the company. 22. To accept Third Party Guarantee and Counter Guarantee of allied concerns/subsidiaries to conduct its business and/or for seeking financial assistance/credit facilities from the lending institutions. 23. To provide Counter Guarantee to its allied concerns. 24. To appoint agents managers and constitute agencies and branches of the company in Bangladesh or in any other country. 25. To make collaboration with foreign investors, setting up of industry, to acquire know how and to open display centers, participate in foreign exhibitions and sales promotion. 26. To form joint venture in collaboration for obtaining technical know-how, financial assistance, supply of machinery with individual firm or company of any country of the world that may be necessary for achieving the objects of the company. 27. To enter into contracts agreements or arrangements with government authorities or any corporation, companies or person in any part of the world and to obtain

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from any such government or authorities all concessions and privileges that may be deemed conducive to the objects of the company or any of them.

28. To take/create financial assistance by own capital or from any bank or other
financial institutions and agencies local or foreign. 29. To improve, manage, develop, sell or exchange, lease, dispose of turn into accounts and deal with all or any of the property and rights of the company. 30. To pay all or any costs, charges, expenses (preliminary or incidental) to the formation, registration, establishment and/or purchasing machinery from foreign, inland or by any other way for the starting of business of the company. 31. To purchase, take on lease or in exchange or acquire otherwise any movable or immovable property, patents, licenses, technical, know-how, rights or privileges which the company may think necessary or convenient for the purpose of its business and to construct, maintain and alter any building or works necessary or convenient for the purpose of the company.

32. To borrow or raise money (both funded and non-funded) from any bank financial
institution or from any other source and to secure the payment of money by creation of mortgage or charge or any other manner as the company may think fit. 33. To draw, make, accept, endorse, discount, execute and issue of promissory notes, bill of exchange, bills of lading and other negotiable or transferable instruments. 34. To enter into any partnership or any arrangements with any person or persons or corporation engaged or interested or about to become engaged or interested in carrying on or conduct of any business transaction which this company is authorized to carry on or conduct of any business transaction which this company is authorized to carry on conduct or from which this company would or might derive any derive any benefit, whether directly or indirectly. 35. To invest the money of the company not immediately requires in such manner as may from time to time be determined. 36. To undertake and execute any contracts for work involving the supply or use of any machinery. 37. To secure any loan against any or all properties of the shape of local from any loan giving agency, bank, insurance company or other institution on such terms and conditions as may be deemed proper and convenient. 38. To do all such other things as incidental or conducive to the attainment of the above objects or any of them. 39. To distribute the assets of the company to its members under such terms and conditions as may be decided by the members in the event of its liquidation or winding up. 40. To open and establish at any place such branch, agency or local office for the management of any business of the company as may be determined by the company from time to time.

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41. To amalgamate with any other company, from or body corporate formed registered and established in Bangladesh or elsewhere with objects similar to those of this company. 42. To give donations and to establish mosque, libraries and other institutions for the benefit of employees of the company and their dependants in particular. I. The liability of the members is limited by shares. II. The authorized share capital of the company is Tk.1,00,00,000/-(One Crore) only divided into 1,00,000 (One Lac) ordinary shares of Tk.100/- (One hundred) only each with power to the company to increase or reduce the said capital and to issue any part of its capital original or increased, with or without any preference of special priority or special privilege or restriction and so that unless the conditions of issue shall otherwise expressly declare, every allotted of shares whether declared to be preference or otherwise, shall be subject to the power herein before contained. We, the several persons whose names, address and particulars are hereunder subscribed below are desirous of being formed into a private limited company in pursuance of this Memorandum of Association and we respectively agreed to take the number of shares in the capital of the company set opposite to our respective names. SI. No. 1 Name, Address, Description and Nationality of subscriber
Mr. Shah Md. Arshad Hossain S/O. Late Shah Md. Enayet Hossain & Maksuda Begum Address: House # 24 (1st floor), Road # 10, Sector 13, Uttora Model Town, Dhaka Mr. Mohammad Shah Alam S/O. Late Momtaz Uddin & Late Meher Nekka Khatun Address: House # 22, Flat # 508 (4th floor), Block C, Noor Fatha Lane, Lalbagh, Dhaka Mr. Weragoda Masachchi Upul Chaminda S/o. A. Weragoda Address: House: 28/D, Suite C2, Road # 18, Sector 7, Uttara Model Town, Dhaka. Mr. Md. Khalekuzzaman

No of shares taken By each subscriber 25% (12,500 shares)

Signature of the Subscriber

2.

25% (12,500 shares)

3.

25% (12,500 shares)

4.

25%

Page # 6
S/O. Late Dr. Abdul Jabbar & Late Khaleda Begum Address: 4/13 Tajmohal Road (4th floor), Block C, Mohammadpur, Dhaka - 1207 (12,500 shares)

Total
Dated the Day of 2010

100% (50,000 shares)

Witness to the above signatories

THE COMPANIES ACT 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATTON OF WESTLINK FASHION WEAR LIMITED 1. In these Articles unless there be something repugnant in the subject matter or context inconsistent therewith The Company means WESTLINK FASHION WEAR LIMITED. Special Resolution and Extra-ordinary Resolution have the meaning assigned there to by companies Act The Act means the companies Act. 1994. The Directors means the Chairman for the time being including the Managing Director and Directors. The Chairman means the chairman for the time being of the Company. The Managing Director means the Managing Director for the time being of the Company. The Registrar means the Registered of joint stock companies Bangladesh. The office means Registered office for the time being of the company. Register means the Register of Members to be kept pursuant of the Companies Act. Dividend includes bonus.

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The Seal means the companys common seal. Proxy includes attorney duly constituted under a power of Attorney. In Writing includes printing lithography and other modes representing or reproducing words in a visible form. Month means calendar month. Words importing persons include corporation.

2.

The Regulations contained in Schedule-1 of the Companies Act. 1994 shall apply to this company with respect to such provisions as are applicable to private Limited Companies so far only as they are not negative or modified by or are not contained in the following Articles or any other Articles that may for time to framed by the company. PRIVATE COMPANY

3.

The Company is a Private Limited Company within the meaning of Section 2(1) under Clause (q) of the Companies Act, 1994 and accordingly the following shall apply: i. ii. No invitation shall be issued to the public to subscribe for any shares or debenture of the Company. 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 shares in the Company, jointly they shall be treated as a single member, and The rights to transfer of shall be restricted in the manner and to the extent hereinafter appearing. OBJECTS

iii.

4.

The Business of the company shall include all or any of the object expressed in the Memorandum of Association. COMMENCEMENT OF BUSINESS 5. The Company shall be entitled to commence business from the date of its incorporation. SHARE CAPITAL

6.

The authorized share capital of the company is Tk.1,00,00,000/-(One Crore) only divided into 1,00,000 (One Lac) ordinary shares of Tk. 100/- (One hundred) each with power to increase or reduce the capital and to divided the shares for the time being into several classes and attach there to such qualified or special rights, privileges and conditions as may be determined by the Company and to very modify or abrogate any provided by the resolutions of the company and to consolidate or subdivide the share of higher or lower denomination.

Page # 8
7. The share shall be under the control of the Board of Directors who may allot to cash or consideration other than cash or otherwise dispose of the same to such person in such manner or on such terms and conditions as the Board of Directors thinks fit. SHARE CERTIFICATE 8. The certificate of title to share and duplicate thereof when necessary shall be issued and reissued respectively o the members under the common seal of the company and shall be signed jointly by the Chairman and Managing Director of the Company. If any share certificate is defaced, worn out, destroyed or lost, it may be reissued on such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement or wearing out) on delivering of the old certificate and in case on payment of such sum not exceeding Tk. 5/- (Five) as the Directors may from time to time require.

9.

TRANSFER AMD TRANSMISSION OF SHARES 10. Subjects to the prior permission of the Board of Directors any share may be transferred by a share-holder to his or her children minor or major or grant children, wife, husband, daughter-in-law, son-in-law or to any trust whether created by any shareholder or any one else. Except as aforesaid on share shall be transferred to any persons who is not a member of the company as long as any member willing to purchase the same at the fair value to be determined by the Directors at their discretion. The procedure for ascertaining whether any member is willing to purchase any share shall be determined by the Directors. The instrument of transfer of any share in the company shall be executed by the transferor and the transferee provided that the transfer of share to a trust created by the transferor himself, may be signed and executed only by the transferor shall be deemed to remain holder of the share until the name of the transferor is entered in the Register of members in respect thereof. The directors may without assigning any reasons whatsoever, decline to register any transfer of shares including transfers to any person who is a member of the company. The nominee of a deceased holder of a 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 shares has filed his nomination in the form of a declaration in writing before a Magistrate or any other competent authority in the office of the company before his death. In the absence of any nominee, the legal representatives of a deceased holder of shares shall upon such proof of their title as may be required by the Directors, be recognized by the company as having any title to the share and such person as above shall be registered as share-holders in place of the deceased. ALTERATION OF CAPITAL

11.

12.

13.

14.

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15. The Directors may, with the sanction of the company in General meeting increase the share capital of such sum, to be divided into share of such amount, as the resolution shall prescribe. The Company may with the special resolution reduce its share capital in any manner and with subject to any incident authorized consent required by law. BORROWING POWERS

16.

17.

The Chairman with the approval of the Board of Directors may from time to time at absolute discretion raise or borrow any sum or sum of money for the purpose of the company and from any person, or from Banks, Loan giving Agencies Insurance payment of such money in such manner and upon such terms and conditions in all respects as he thinks fit and in particular by making, drawing, accepting or endorsing on behalf of the company any promissory notes or bills of exchange or giving hypothecation issuing any other security of the company or by mortgage pr charge of all or any property of the company including its uncalled capital for the time being and the Directors or any of the may guarantee the whole or any part of the loan or debts raised by or on behalf of the company or any interest payable thereon with power to the by means of mortgage or hypothecation or charge upon any property and assets of the company movable immovable or otherwise. 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 English calendar year (not being more than fifteen months after last general meeting). The general meetings referred to this article shall be called Annual General Meeting. All other meetings of the shareholder 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. 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 provisions of the companies Act. 1994. PROCEEDING OF GENERAL MEETIMG

18.

19.

20.

Subject to the provisions of Section 87 (2) of the companies Act. 1994, relating to special resolution at least fourteen days notice shall be given of every General Meeting specifying the day place and the hour of the meeting and subjects and business to be transacted in the meeting. But in case of special business the general nature of that business shall be given in the manner herein above. The accidental omission to give notice to or the non-receipt of the notice by member shall not invalidate the proceeding of any General Meeting. QUORUM

21.

No business shall be transacted in any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Three members present in person and entitled to vote, shall form a quorum for any general meeting of the Company, if within half an hour from the time appointed for the holding of a meeting of the Company a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and

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place as the Directors may determine. No quorum shall be necessary at the adjourned meeting. 22. The Chairman of the Company shall preside over the general meeting of the Company, if at any meeting the Chairman is not present within thirty minutes after the time appointed for holding the meeting or is unwilling to act, as Chairman, the members present shall choose one of the Members to preside over the meeting. In case of an equality of votes whether on a show of hands or upon a poll, the Chairman of the meeting shall have a second or a casting vote.

23.

VOTES OF MEMBERS 24. On a show of hands every member present in person and entitled to vote shall have one vote and upon a poll every member present in person or by proxy or power of attorney shall have one vote in respect of every share hold by him. On a poll, vote may be given either personally or by a proxy or under a power of attorney or by a person appointed under Section 86 of the Companies Act, 1994 A proxy must be a member of the Company.

25.

26.

No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him to the Company in respect of the share held by him has been paid. Any person entitled under the transmission clause to the transfer of any share, may vote at any general meeting in the same manner as if he were the registered holder of such share provided that 48 hours at least before the time of holding the meeting or adjourned meeting as the case may be at which he proposes to vote he shall satisfy the Directors of his rights as transferee to such shares unless the Board of Directors or the Managing Director shall have previously admitted his right to vote as such meeting in respect thereof .

27.

DIRECTORS
28. The number of Directors of the Company shall not be less than 4 (Four) and not more than 10(ten). The Board of Directors of the Company shall be constituted with the following persons and they shall be first Directors unless any one of them voluntarily resigns the office or otherwise removed there from under the provisions of the Companies Act, 1994. 1. Shah Md. Arshad Hossain

29.

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2. W. Weragoda 3. Mohammed Shah Alam 4. Md. Khalekuzzaman 30. The qualification of a Director shall be holding of 1000 (One thousand) shares of Tk. 100/- each in his/ her own name and not jointly with other or others.

31.

The remuneration of a Director shall be Tk. 1000.00 (Tk. One thousand) only for each meeting of the Board attended by him/ her. The Director shall be entitled to be paid reasonable traveling expenses incurred by him/her whilst employed in the business of the Company. If any Director when willing be called upon to perform any extra service or make any special exertion for the purpose of the Company, the Company may remunerate the Directors so doing either by a fixed sum or by a percentage on the profits of the Company as may be decided by the Company in a general meeting held subsequent to such appointment. The Board of Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill up 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 of Directors fixed by the Company.

32.

33.

POWER OF DIRECTORS
34. The business of the Company shall be managed by the Directors who may pay all expenses incurred for the formation and registration of the Company and may exercise all such powers of the Company as are not forbidden by the Companies Act, 1994 or any statutory modification or reenactment thereof for the time being in force or by the Articles required to be exercised by the Company in general meeting, subject nevertheless to any regulation being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting But no regulations made by the Company in general meeting shall invalidate any prior act or acts of the Directors which would have been valid if that regulation had not been made.

35.

DISQUALIFICATION OF DIRECTORS The office of a Director shall be vacated if the Director:

a. Fails to obtain the time as specified under Section 97 (i) of the Companies Act, 1994 or at any time thereafter ceases to hold the share qualification necessary for his/her appointment: or If found to be a person of unsound mind by a court of competent Jurisdiction: or If an adjudged insolvent: or

b.
c.

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d. Absent himself/herself from three consecutive meetings of the Directors or from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Director: or Voluntarily resigns from the office.

e. 36.

The Directors shall meet together for the dispatch of business of the Company adjourn or otherwise regulate their meeting as they may think fit. QUORUM

37.

A meeting of the Directors at which a quorum is present shall be competent to exercise all or any of the powers and authorities of the Directors. Unless otherwise determined 2 (two) Directors shall form the quorum of a Directors meeting. Any resolution or circular signed by all the Directors shall be as valid and effectual as if it has been passed at a meeting of the Directors duly called and constituted.

38.

43.

All acts done at a meeting of the Directors shall, notwithstanding that it was afterwards discovered that there was some defects in the appointment of such Directors or that they or any one of them were disqualified to be a Director be as valid and effectual as if every such person had duly been appointed and was duly qualified to be a Director provided that nothing herein contained shall be deemed to give validity to any act done by such Director or person acting as aforesaid after it has been shown that there was some defect in his appointment or that they or any one of them were disqualified to be Director.

CHAIRMAN

42.

The Directors will call a meeting of the Board of Directors. They may also elect one of them to be the Chairman of the Company in a vacant post.
MANAGING DIRECTOR

41.

Mohammed Shah Alam shall be the first Managing Director of the Company for

1 (one) year from the date of incorporation of the Company and shall hold his position until he resigns voluntarily or otherwise becomes disqualified under provision of Section 108 (1) of the Companies Act, 1994. 42. For the services to be rendered by the Managing Director, he will receive such remuneration whether as salary or commission or participation in the profits of the Company or partly in another as decided by the Company in the general meeting held subsequent to his assumption of office. POWERS OF CHAIRMAN, MANAGING DIRECTOR & DIRECTOR

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43. Subject to the direct control and supervision of the Board of Directors, the Chairman, Managing Director & Director shall have the following powers: a. To manage the business and all other affairs of the Company, to appoint and employ officers, clerks, servants and day laborers for the Company and to remove or discharge them and appoint others and to pay the salary, remuneration and wages to the persons so employed and also to pay the preliminary expenses and other expenses for the formation and registration of the Company. To borrow or raise money by way of loans or overdrafts or by the creation of mortgage, charge of hypothecation or otherwise and on such terms and conditions as they may think fit and to sign, execute, seal and deliver necessary documents for securing the loan subject to approval of the Board. To demand, sue for, realize and recover all dues, claims, demand, damages and compensations due and payable to the Company and to take proceedings, civil, criminal, revenue or otherwise and whether original or appellate. To purchase or otherwise acquire for the Company any land, building, office, goodness, licenses, rights, privileges, concessions, plant, machineries, goods, equipment and utensils as may be required by the Company and at such consideration and on such terms and conditions as they may think fit subject to approval of the Board. To open branch office of the Company in Bangladesh or in any other foreign country as they may think necessary and also to close the same. To sign bills, vouchers, certificates, deeds, agreements, promissory notes, and any other negotiable or transferable instruments. To settle compound, submit to arbitration, compromise and withdraw any suits, accounts, claims and demands whatever whether arising from any legal proceedings or not. To invest the reserve fund of the Company and to dispose of same in such manner. To delegate all or any of his powers to any Director, Manager, Secretary, Agent, Accountant, Assistant or other officer of the Company as they may from time to time deem fit. To present for registration before the District Registrar, Sub-Registrar or any other registering authority and deed of document executed by the

b.

c.

d.

e.

f.

g.

h.

i.

j.

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Chairman, Managing Director or any other Director if so authorized by the Board of Directors in that behalf and to admit execution thereof and also to present for registration before any registering authority and deed or document executed in favor of the Company and generally to do all other acts and things in that behalf. k. To give donations and subscriptions to any charitable, benevolent, religious, social and cultural objects. To sign and verify plaints, written statements, petitions, applications and vokalatnamas, authorizing legal practitioners to act for and on behalf of the Company before all courts, civil, criminal, revenue or otherwise and generally to do all other acts and things may be necessary from time to time in connection with the business of the Company in different department under the Government and any other public or private offices. OPERATION OF BANK ACCOUNT

l.

44.

The Company shall open Bank Account with any Schedule Bank, Foreign Bank, Private Bank and Commercial Banks in Bangladesh. Operation of Bank Account shall be conducted by Joint signature of the Chairman of the Company and Managing Director/Director NOTICE 45. When a notice is sent by registered pest, Service of the notice shall be deemed to be effectual by properly addressing prepaying and posting a letter containing the notice and unless contrary is proved to have effect at the time which the letter would be deliver by post & regulation No. 113 to 117 of Schedule-1 shall apply, THE COMMON SEAL 46. 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 presence of one of the Directors who shall sign every instrument to which the Common Seal of the company is so affixed. DIVIDEND AND RESERVES 47. 48. The Company in General Meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. The Directors may from time pay the members such interim dividends as appear to the Directors to be justified by the profits of the company. ACCOUNTS 49. The Directors shall cause true accounts to be kept. a) All sales and purchase of goods by the company b) All assets and liabilities of the Company

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c) All sums of money received and spend 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. AUDIT 50. Once at least in every year the Accounts of the Company shall be examined and the correctness of the profit and loss Accounts and Balance Sheet ascertained by one or more Auditors appointed for the purpose and provision of section 210 to 213 of the companies Act. 1994 shall be observed. The Chairman, Managing Director, Directors, Officer, Servant shall be indemnity by the Board of Director be fixed by them. INDEMNITY 52. The chairman, Managing Director, Directors, Officer, Servant shall be indemnity by the company for all losses and expenditure incurred by him or them respectively in or about the discharge of their duty excerpt their willful act, neglect or default and shall be the duty of the directors to pay out of the fund of the Company in case all losses and 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 53. The Chairman, Managing Director, Director, Manager, Secretary, Auditors, Accountant, Officer, Agent or other person employed in the business of the Company shall have to observe strict secrecy respecting all matters which my come to his knowledge in the discharge of the duties while required to do so by resolution of the Company or by a court of law or where the person connected in required to do so in order to company with any provision of the law or in these presents. ARBITRATION 54. Any dispute arising among the directors themselves or between a member and the Board of Directors as to the true interpretation of this Articles or the implication there of shall be referred to Arbitration constituted with a nominee for each of the aggrieved parties and award of the Arbitrator as the case may by shall binding upon the parties to the Arbitration affairs will be dealt and settled and settled under the arbitration act. 2001. WINDING UP 55. If the company shall be would 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 payment of 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. We, the several persons whose names, address and particulars are hereunder subscribed below are desirous of being formed into a private limited company in pursuance of this Articles of Association and we respectively agreed to take

51.

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the number of shares in the capital of the company set opposite to our respective names. SI. No . 1 Name, Address, Description and Nationality of subscriber
Mr. Md. Abdul Hamid S/O. Late Md. Abdul Khaleque & Ms. Hazera Khatun Address: Uttar Ashkona, Auchpara, Khapara Road, Tongi, Gazipur. Mr. Shah Md. Arshad Hossain S/O. Late Shah Md. Enayet Hossain & Maksuda Begum Address: House # 24 (1st floor), Road # 10, Sector 13, Uttora Model Town, Dhaka

No of shares taken By each subscriber

30% (15,000 shares)

Signature of the Subscriber

2.

40% (20,000 shares)

3.

Mst. Lubna Akhter Jahan W/O. Mr. Md. Moshiur Rahman D/O. Mr. Mozammal Haque & Mrs. Sajeda Begum Address: House:33, (2nd floor West Side), Road: 01, Sector:13, Uttara Model Town, Dhaka.

30% (15,000 shares)

Total
Dated the Day of

100% (50,000 shares)

2010

Witness to the above signatories

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

Page # 17

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

WESTWAYS LIMITED

SWEATERS