THE COMPANIES ACT, 1994

(ACT. XVIII OF 1994)

(A PRIVATE COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

VECTOR POWER LIMITED

1
 THE COMPANY ACT, XVIII OF 1994

(A PRIVATE COMAPNY LIMITED BY SHARE)

MEMORANDUM OF ASSOCIATION
of

VECTOR POWER LIMITED

I. The name of the company is VECTOR POWER LIMITED
II. The registered office of the company is situated in Bangladesh
III. 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 before commencement of business.
1. To carry on the business of General Trading, Supplier and Service Provider, Export and
Import of all Commercial permissible items, Dealers, Indenters, Broker, Manufacturing,
Contractor, General Supplier, Buying and selling Agent. Wholesale and Distributors Dealers,
Carrying of all and every kind of General and special products Computer, Accessories and
Network accessories and other computer and Internet related Product.
2. To carry on business and to Act as export, import, manufacturing, distribution, Marketing
Agents, Commission Agents, Shipping Agent, Clearing and Forwarding Agents (C & F),
Representatives, Distributors, Stockiest and sales of any product or service of Bangladeshi
Company or of any Foreign Company in Bangladesh or elsewhere.
3. To carry on the business as manufacturer, importer and exporter of different kinds of
Electronic goods.
4. To carry on the business of manufacturing, buying, selling, importing, exporting all types of
beauty soap, lemon soap herbal soap, 2 in 1 soap, fairness soap, nail polish, remover, snow,
talcum powder, anti-dandruff soap, laundry soap detergent soap detergent powder, lipstick,
beauty cream, cold cream, shampoo, hair care oil, body lotion, spot cream, petroleum jelly,
baby lotion, baby soap, baby oil, body spray, shaving cream, after shave lotion, tooth pest,
tooth brush, hair die, black mehedi, Vaseline, tissue paper, toilet paper, washing powder,
hair dye and all other cosmetics items.
5. To buy, sell, import, export or otherwise deal in all kind of edible oils, oil products and by
products, other edible oil, coconut oil, palm oil and spices.
6. To carry on the business of Travel Agency, General Sales Agency, Travel and Tour
operations and all sorts of tourism related business like rent-a-car, sight-seeing with travel
guide, motel, hotel, restaurant in home and abroad.
7. To carry on the business of computer technology and all sorts of electronic items and to
manufacture, assemble, export buy sell and service including setting up of show-room,
training center and otherwise deal in computer & other electronic goods.

IV. The liability of the members is limited by share.

V. The Authorized Share capital of the company is Tk. 10,00,000/- (Taka Ten Lac) only divided in
to 100,000 (One Lac ) ordinary shares of Tk. 10.00 (Taka Ten) each with power to increase
and reduce the Capital and to divide the share in the capital for the time being into several classes and
to attach thereto respectively such preferential qualified deferred or special right or privileges or
conditions as may be determined by or in accordance with the articles of the company and to very o r
modify of abrogate any such rights privileges and condition as may be for the time being provided by
the articles of the company.

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We, the several persons, whose names and addresses are hereunder subscribed, are desirous of
being formed into a Company in pursuance to this Memorandum of Association and we
respectively agree to take the number of shares in the Capital of Company set opposite to our
respective names.
SL Name, Addresses, Descriptions and Signature of the
No. Nationality of the Subscribers. Number of Shares subscribers
of the Subscribers
1. Name: MD.ASADUR RAHMAN
F/N:Late-A.B.M Abdur Rahman
M/N: Mrs. Rahima Begum
Add: House:59, Road:08, Rajuk DIT R/A,
Badda, Dhaka 22000
Date of Birth: 31/12/1970 (Twenty Two Thousand)
TIN- 516324652433 Shares.
E-mail:asadgq@gmail.com
Mobile: 01975534001
Occupation: Business
ID No:2610413913402
Nationality: Bangladeshi.
2. Name: MD.ATIQUR RAHMAN
F/N: Md. Ezzat Ali Sarker
M/N: Mst. Saleha Khatun
Add: House-274,Shadhinata Saroni Road,
North Badda,Gulshan-1,Dhaka
Date of Birth: 01/07/1979 20000
TIN- 656885803535 (Twenty Thousand)
E-mail: atiq538@yahoo.com Shares
Mobile: 01975534010
Occupation: Business
ID No:8819436806423
Nationality: Bangladeshi.
3. Name: S.M. SHAHEENUL ISLAM
F/N: Md. Rafiqul Islam
M/N: Mst.Shamima Islam 18000
Add: Vill: Jungurdi,P.O:Nagarkabda, (Eighteen Thousand)
Nagarkanda, Faridpur, PO : 7840 Shares
Date of Birth: 10/7/1986
TIN- 646289689073
E-mail: atiq538@yahoo.com
Mobile: 01925905188
Occupation: Business
ID No:2926203802012
Nationality: Bangladeshi.
Total 60,000
(Sixty Thousand) Shares
Dated the................................................day of .........................................2016
Witness to the Signatures of the subscribers:

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 THE COMPANIES ACT, XVIII OF 1994

(A PRIVATE COMPANY LIMITED BY SHARES)

ARTICLES OF ASSOCIATION

OF

VECTOR POWER LIMITED

PRELIMINARY

The regulation, contained in the first schedule of the Companies Act 1994 shall apply to this
Company with respect to such provision 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 Article or any other
Articles that many from time to time be framed by the Company.
INTERPRETETION
Unless there be something repugnant in the subject or context inconsistent therewith.- Act" means
the Companies Act 1994,Company" means the “VECTOR POWER LIMITED” Office" means the
Registered Office of the Company for the time being. “Chairman” means the Chairman of the
Company for the time being. “Managing Director" means the Managing Director of the Company for
the time being. “Director" means the Director of the Company for the time being.

Shareholder means the shareholder of the company for time being. Board" or "Board of Directors"
means the Board of Directors of the Company for the time being. Register" means the Register of
members to be kept pursuant to Companies Act. Proxy" includes Attorney duly constituted under a
Power of Attorney. In writing" means written or printed, partly written and partly printed and
includes lithography, typed printed and other means representing word in a visible form. Year"
means the English calendar year as followed by the Company. Month" means the calendar month
according to the English calendar year. Word imparting the singular number includes the plural
number and vice versa. Word imparting the masculine gender also includes the feminine gender.

BUSINESS

The Business of the Company shall include all or any of several objects as expressed in the
Memorandum of Association.

PRIVATE COMPANY
The Company is a private company within the meaning of section 2 (1) clause (TA) of the
Companies Act. 1994 and accordingly. The following restrictions shall apply to this company.
No invitation shall be issued to the public to subscribe for any share or debenture of the Company.
The member of the Company (exclusive of the person in the employment of the Company) shall be
limited to 50 (Fifty), provided that for the purpose of this provision when two or more persons hold
one or more shares jointly in the Company, they shall be treated as a single member, and The
rights to transfer of shares of the Company are restricted in the manner and to extent hereinafter
appearing. The business of the Company shall include all or any of the several objects as expressed
in Memorandum of Association.

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 SHARE CAPITAL
The Authorized share capital of the Company is Tk. 10, 00,000/- (Taka Ten Lac) only divided in to
100,000 (One Lac ) ordinary shares of Tk. 10.00 (Taka Ten) each with power to increase or reduce
the Capital and to divide the Shares into different classes and to attach hereto any special rights of
privileges or conditions, or to consolidate or sub-divide share. The Shares of the Company shall be
under the control of the Directors who may subjects to the provisions of Articles 2 issue or allot for
each or consider other than each or otherwise dispose of the same to such
Persons in such manner and on such terms and conditions as the Directors think fit. The joint
holders of a share be severally as well as well as jointly liable for payment of all installment and
calls due in respect of such shares. No person shall be recognized by the Company as holding any
share upon any trust, and the Company shall not be bound by or recognize any equitable,
contingent, future or partial interest in any shares or any interest in any shares or any interest
fractional or any other right in respect of any share except an absolute right to the entirely
therefore of as registered holder.
SHARE CERTIFICATE
If any share certificate shall be defaced, worn out, destroyed or lost it may be reissued on such
evidence being produced and such indemnity (if any) being given as the Chairman and Managing
Director require and in case of defacement or weaning out on delivering of the old certificate and
on cash payment of such sum not exceeding taka 10.00 (TK. Ten) or as the Director may from time
to time require.
TRANSFER &TRANSMISSION OF SHARES
With the approval of the Board of Directors any share may be transferred at any time by a member
to his son, husband, wife, father, mother, sister & brother, or any one of else except as aforesaid.
Subject of the provisions of Articles 9 mentioned above the shares of the Company shall not be
transferred to any person so long as any member or members are willing to purchase the same, or
so long as a member or any other person selected by Directors as one of whom it is desirable in the
interest of the Company to admit to Membership is willing to purchase the same at a fair price fixed
by the transferor or transferee mutually.
The Directors may decline to register nay transfer of the shares to any person to whom they do not
approve and for any reason which may appear to them just and proper and the Directors need not
disclose or assigning any reason for their refusal to register nay transfer of shares.
If registration of transfer of a share or debenture is refused the Director shall within to month from
the date on which the instrument of transfer was lodged send to transferee and the transferor’s
office of the refused. A fee not exceeding TK. 2.00 (Taka Two) may be changed for each transfer
approved by the Director and shall be paid before registration thereof.
The instrument of transfer must be accompanied with the Certificate of the shares.The share of
each share holder shall transmit on his or her death to his or her or other legal Representative and
where there is no WILL or no Letters of Administration have been taken out, shall upon proof of his
or her Title which may be considered satisfactory by the Director be recognized by the Company as
by the Company as being entitled to the shares of the deceased share holder, where there is WILL
probate or Letters or Administration with a copy of the WILL annexed shall be taken out before
such Title can be recognized.
BORROWING POWER
The Managing Director with the approval of the Board of Directors may from time to time or borrow
and re-sum or sums of money for the purpose of the Company and from any Person, Banks, Firms,
Companies and particularly from any Director and may secure the payment of such money in such
manner and upon such terms and conditions in al respect as the thinks fit and in particular by issue
of debenture of the Company or by making, action or endorsing on behalf of the Company any
promissory notes or bill of exchange or by the property of the Company ( both present and future
including its uncalled capital for the time being)

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 GENERAL MEETING

The first Annual General Meeting of the company shall be held within months from the date of
incorporation of the company and thereafter once at least in every calendar year but not less than
15 (Fifteen ) months from the date of last proceeding General Meeting at such time and place as
the Directors may prescribe. Except the above meeting, all other General Meeting shall be called
Extra-Ordinary or Special General Meeting.
PROCEEDING AT GENERAL MEETING
Subject to the provision of section 85 of the Companies Act. 1994 the Annual general meeting and
Extra-ordinary or special general meeting may be called at last 14(fourteen) days and 21 (twenty
one) days notice respectively specifying the place, the day and hour of the General Meeting shall be
given and in the case of special business the general nature of such notice to be or non-receipt of
such notice by any members shall not invalidate the proceeding of the General Meeting. Two
members present in person will form the Quorum in any General Meeting. The Managing Director
may call any general meeting. If the Managing Director is not willing to call the meeting in time, the
Board of Directors is entitled to call the meeting by the majority members showing proper reason.
QUORUM (AGM)
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. 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 place as the Directors may
determine. No quorum shall be necessary at the adjourned meeting.
QUORUM (Board Meeting)
2 (Two) Director present in person and qualified to vote shall form a Quorum in any general
meeting. Whenever the Board of Directors think it necessary, it may call a General Meeting,
whether ordinary or extra-ordinary at such time ( subject to the provisions of Section 84 of the Act )
and place as the Board thinks fit.
VOTES OF MEMBERS
Every Board meeting shall be presided over by a Chairman to be chosen before the Board sits for
meeting and in case of equality of votes in any meeting the Chairman will have a Second or casting
vote. On a show of hands every members present in person shall have one vote and upon poll
every members present in person or by proxy or power of attorney shall have one vote in respect of
every shares held by him. On a poll votes may be given either personally or by proxy or by power of
attorney or by representative under the provision of Companies Act, 1994.
Any person entailed under the transmission clause to the transfer of any shares may vote at nay
General Meeting on respect thereof in the same manner as if he were the registered holder of such
shares provided that at last 72 hour before the time for holding the meeting or adjourned meeting
as the case may be at which he proposed to vote, he shall satisfy the Board to Directors or the
Managing Director of his right as transferee to such shares unless the Board of Directors or the
Managing Director shall have previously admitted his right to vote at such meeting in respect
thereof.
DIRECTORS
Until otherwise determined by the Company in General Meeting the number of Directors shall not
be less than 2 (Two) not more than 20 (Twenty). The following persons shall be the first Board
of Directors of the Company unless any one of them voluntarily resign the said office or otherwise
removed there from under the provisions of the Companies Act 1994.
1. MD.ASADUR RAHMAN
2. MD.ATIQUR RAHMAN
3. S.M. SHAHEENUL ISLAM

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 QUALIFICATION SHARES
The Qualification of a Director of the Company shall holding in his/her name alone at least
10000 (Ten Thousand) ordinary shares 10/- each of the Company. The Quorum necessary for
the transaction of business by the Directors may be fixed from time to time and unless to fixed shall
be Unless the Board of Director decides otherwise each Director shall receive by way of
remuneration a sum not exceeding Tk. 1000.00 per meeting attended by him/her and such the
traveling and other allowances as may be decided by the Board of Directors from time to time. The
Directors shall have power at time and from time to time to appoint of any other person to be a
Director of the Company either to fill up a casual vacancy or as an addition to the board by co-
option so that the total number of Directors shall not at any time exceed the maximum number of
Directors fixed by the Company.
POWERS & DUTIES OF DIRECTORS
The business of the Company shall be managed by Directors who may pay all such expresses of
and preliminary and incidental to the promotion, formation, establishment and registration of the
Company as they think fit and may exercise all such acts as may be exercised and be done by the
Company in these Articles or to the provisions of the statutes and to such regulations not being
inconsistent with the aforesaid regulations or such provisions as may be prescribed by the Company
in General Meeting but no relation made by the Company in General Meeting shall individuate and
prior act of the Director which would have been valid if such regulations had not been made.
Each of the directors shall be responsible for the proper discharge of the Company’s business that
may be entrusted to him. The Board of Directors may from time to time at their at their discretion
pay any reasonable sum towards subscriptions and donations to any deserving person, charity or
charitable and or benevolent, cultural or religious institutions like hospitals, school, colleges, madras
has, orphanage Mosque or other similar institutions.
CHAIRMAN
MD.ASADUR RAHMAN shall be the first Chairman of the company and he shall hold office for a
period of 5 (Five) years or he resigns voluntarily or disqualified under the provision of the
Companies Act. 1994.
MANAGEMENT
Subject to the General Supervision and control of the Board of Directors as provided herein, the
business and other affairs of the Company shall be managed. Conducted and carried on the
Managing Director, and he shall 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 as are not forbidden by the
statute or by these articles required to be exercised or done by Company in General Meeting.
MANAGING DIRECTOR
MD.ATIQUR RAHMAN shall be the first Managing Director of the Company from the date of
incorporation. He shall be entitled to remain in the said office for a period of 5 (five) years from the
date of appointment until voluntarily resigns or becomes disqualified under the provision of
Company Act or causing death. The next Managing Director shall be elected by the Board of
Directors.
POWER OF MANAGING DIRECTOR
Subject to control and supervision of the Directors the Managing Director may exercise all or any of
the following powers, rights and authorities. To generally manage all concern and affairs of the
Company, to appoint and employ aforesaid with such salaries, commission, wages or other
remuneration as may be deemed fit and proper and in particular to sanction and spend the
preliminary expenses of the Company. To borrow, or raise any sum or sums of money by loan or
otherwise on pledge, mortgage or hypothecation on such securities or such terms as he may deem
fit and execute, sign and seal or deliver all necessary documents or do all & any other act or on that
behalf.
To demand, such, for, give effectual receipts and discharges of all kinds to any convent, agreement
or condition to take proceedings, civil, criminal or otherwise for recovery of such debt, money, rent,
dues, damages and compensation in respect of such branch. To purchase or otherwise acquire for

7
the Company and property, rights and privileges such as the Company is authorized to acquire at
such price and generally on such terms and conditions, as he thinks fit. To establish Branch Officer,
Agencies, sub-Agencies in any part of Bangladesh or elsewhere on such terms as he thinks fit and
close the same.
To open any banking accounts with any scheduled bank or banks to operate and to procure the
same and to borrow money for the purpose of the Company. To sign checks drafts bills, Vouchers,
Agreements, Deed Certificates, Bonds and other documents of behalf of the company. To purchase,
sell, let, exchange, or otherwise dispose of absolutely or conditionally any property for the purpose
of the Company. To enter into any agreement or agreements with any person or persons, Company
or society or partnership for the efficient management and financing of the business of the
Company. To settle, compound, submit to arbitration and Compromise and along banking withdraw
all actions, accounts, claims demand whatsoever, whether arising in any legal proceedings or not.
To treat any full power of attorney, general or special on behalf of the Company to any person or
person. To advance reserve fund of the Company or dispose of the same on behalf of the Company
as he may deem fit and proper to the Board of Directors. To execute and to do in the name of the
Company all such deeds and things as are necessary for the welfare of the company. To make
document before any Registrar or Sub-Registrar either executed by the Company or by Directors
and conduct or defend any case before him or them. To admit documents before any Registrar or
Sub-Registrar cither executed by the Company or by Directors and conduct or defends any case
before him or them.
To sign and verify plaints, written statements, petition compromise, Vokalatnamas authorizing legal
practitioners to act on behalf to the Company in all courts Civil, criminal or Revenue and generally
to do others acts and thinks for and on behalf of company. The chairman delegate all or any of his
powers to such any other shall have power to grant to such person power of attorney as may deem
expedient, and such powers he may at pleasure revoke the same such person power of attorney as
he may deem expedient, and powers he may at pleasure revoke the same subject to the approval
of the Board or Directors.
The Company may from times to time in General Meeting increase or reduce the number of
Directors and determine in what rotation such increased or reduced number shall come in & go out
of office mutually agree by the Board of Directors. Any casual vacancy occurring in the Board of
Directors may be filled up by the remaining Directors but any person so chosen shall retain his
office only until the next following Annual General Meeting of the Company but shall be eligible for
re-election
DIVIDEND AND RESERVE
The company is Annual General Meeting may declare dividends but no dividend shall exceed the
amount recommended by the Directors. No dividend shall be payable otherwise except than out of
the profits of the Company interest as against the Company. The Directors may from time to time
pay to the members such interim dividends as may appear to Directors to be justified by profits of
the Company. The Directors shall have the absolute direction as to the employment of the reserve
fund by way of capitalization or otherwise created out of the net profit of the Company and in
declaring fully paid bonus shares out of the profits of the Company.
THE COMMON SEAL
The Company shall have usual common seal and Managing Director shall provide for the safe
custody thereof. Every instrument to which the seal in affixed shall be signed by Managing Director
or other appointed by Company for the purpose and sign true shall in favor of any purchaser or
person bonfire dealing with the Company be conclusive evidence of the fact that seal has been
properly affixed.

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 ACCOUNTS & AUDIT
The Directors shall cause true accounts to be kept in proper banks as provided by section 181 of
the Company act of 1994.Of the safe and liabilities of the Company. Of all sums of money received
and expended by the Company and the matters in respect of such receipt and expenditure take
place. The books of accounts shall be kept at 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 by the Directors
during the usual business hours. Of all sales and purchases of good by the Company.
Once at least in every year the accounts of the profit and loss Accounts and Balance Sheet
ascertained by one or more Auditors appointed for the purpose and provisions 210-213 of the
Companies Act. 1994 shall be observed. The first auditor will be appointed by the Directors and
subsequent auditors will be appointed in general meeting of the Company and their remuneration
will be fixed in that meeting.
BANK OPERATION
With the approval of Board of Directors the Company shall open one or more Bank account or
accounts, which will be, operated by the jointed signature of the Company by the Board of
Directors.
NOTICE
When a notice sent by post service of the notice shall be deemed to effect by properly addressing,
prepaying and posting a letter containing the notice an unless contrary is proved to have been
effect at the time which the letter would deliver in the ordinary course of post & regulation NO, 113
to 117 of the first Schedule shall apply.
INDEMNITY
Every Director, officer and servant of the Company shall be indemnified by the company for all
losses and expenditure by him/her or them respectively in or about the discharge of his/her duties
except when such happen from respective willful act, neglect or default and in it will be duty of the
Directors of pay cash, out of the funds of the Company, all losses and expenses which any Director,
officer or servant may have incurred in any way in the discharge or their respective duties. The
amount for which indemnity so provided shall immediately attach lien over the property of the
Company and shall have priority over all other claims.
SECRECY
The Managing Director, Director, Manager, Secretary, Auditors, Accountants, Officer, Agent or other
person 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 court of law or where the person connected is required to do so
in order to company 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 profits.
ARBITRATION
If and whenever any difference shall raise between the Company and any of the members of their
representative touching the construction of any of the Article herein contained or any Act, matter or
thing mad, done or omitted in regard to the rights and liabilities arising hereunder or arising out of
the regulation existing between the parties by reason of these presents or of the statutes or any of
them, such difference shall be forthwith referred to two Arbitrators, one to be appointed by each
party and difference to an Umpire to be chosen by the Arbitrators before
WINDING UP
If the Company shall be wind up the surplus and the assets (subject to any rights attached to any
special class or shares forming part of the capital for the time being of the Company) be applied
first, in the repayment of the capital paid up of the shares and excess (if any) shall be distributed
among the members in proportion to be number of shares by them respectively at the
announcement of winding up. With the sanction of an Extra Ordinary Resolution of the members
any part of the assets of the Company including any shares in the other Company or companies
may be divided between the members of the Company in specific or may be vested in trusts for the

9
benefit of members and the liquidation of the Company may be closed and the Company dissolved
but no member shall be compelled to accept shares whereon there is any liability.

10
We the several person whose names, address and occupation are subscribed below are desirous
of being formed into a private Limited Company in pursuance of this ARTICLES of Association
and we respectfully agree to take the number of shares in the capital of the Company set opposite
to our respectable names.
SL Name, Addresses, Descriptions and Signature of the
No. Nationality of the Subscribers. Number of Shares subscribers
of the Subscribers
1. Name: MD.ASADUR RAHMAN
F/N:Late-A.B.M Abdur Rahman
M/N: Mrs. Rahima Begum
Add: House:59, Road:08, Rajuk DIT R/A,
Badda, Dhaka 22000
Date of Birth: 31/12/1970 (Twenty Two Thousand)
TIN- 516324652433 Shares.
E-mail:asadgq@gmail.com
Mobile: 01975534001
Occupation: Business
ID No:2610413913402
Nationality: Bangladeshi.
2. Name: MD.ATIQUR RAHMAN
F/N: Md. Ezzat Ali Sarker
M/N: Mst. Saleha Khatun
Add: House-274,Shadhinata Saroni Road,
North Badda,Gulshan-1,Dhaka
Date of Birth: 01/07/1979 20000
TIN- 656885803535 (Twenty Thousand)
E-mail: atiq538@yahoo.com Shares
Mobile: 01975534010
Occupation: Business
ID No:8819436806423
Nationality: Bangladeshi.
3. Name: S.M. SHAHEENUL ISLAM
F/N: Md. Rafiqul Islam
M/N: Mst. Shamima Islam 18000
Add: Vill: Jungurdi,P.O: Nagarkabda, (Eighteen Thousand)
Nagarkanda, Faridpur, PO : 7840 Shares
Date of Birth: 10/7/1986
TIN- 646289689073
E-mail: atiq538@yahoo.com
Mobile: 01925905188
Occupation: Business
ID No:2926203802012
Nationality: Bangladeshi.
Total 60,000
(Sixty Thousand) Shares

Dated the................................................day of .........................................2016

Witness to the Signatures of the subscribers:

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