Memorandum of Association

The Regulations contained in the Schedule-1 to 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 from time to time be framed by the Company or by any statute.

Under this article unless there be something repugnant in the subject or consistent inconsistent therewith: Act means the Companies Act, 1994 or any modification or re-enactment thereof for the time being in force. Alternate Director means the director for the time being appointed as per provision of the Companies Act. Articles means the Articles of Association of the Company as originally hereby framed or as altered from time to time by special resolution with prior permission from proper authority

Auditors mean the persons for the time being performing the duties of the auditor of the Company. Chairman means the Chairman of the Directors of the Company for the time being. Company or “This Company” means HELICOX LIMITED. Directors mean the Directors of the Company for the time being. Dividend includes bonus shares. Government means the Government of the People’s Republic of Bangladesh. In writing or written includes printing, typewriting, lithography and any other mode of representing or reproducing words in visible form. Managing Director means, who is the chief executive of the company and appointed hereunder with the approval of directors.

Month means calendar month according to the English Calendar. Office means the registered office for the time being of the Company. Person includes a body, body corporate, firm association, corporation, company as well as an individual. Proxy includes attorney duly constituted or appointed under an instrument of Power of Attorney, proxy or other authority in writing. Seal means the Common Seal of the Company. Shares means for the time being of the capital of the Company. Special Resolution or Extra-ordinary Resolution shall have the same meaning assigned thereto respectively in Section 87 of the Companies Act, 1994.

Register means the Register of Members to be kept pursuant to Companies Act, 1994. Registrar means the Registrar, Deputy Registrar or Assistant Registrar of Joint Stock Companies. These Articles means these Articles of Association as originally framed and/or as altered from time to time. Words importing the persons shall include bodies, corporate and unincorporated, and the government. Words importing the singular number shall include the plural, and vice versa. Words importing the masculine gender also include the feminine gender.

The Company is a private limited company within the meaning of Section 2 (1) clause (TA) of the Companies Act, 1994 and shall therefore apply the following restriction namely:- (a) any invitation to the public to subscribe for any share or debenture or debenture stock of the Company is prohibited; (b) the number of the members of the Company (exclusive of persons who are in the employment of the Company) shall be limited to 50 provided that where two or more persons hold one or more shares jointly in the Company they shall, for the purposes of this Article, be treated as a single member; (c) the right to transfer the shares of the Company shall be restricted in the manner and to the extent hereinafter prescribed; and

The business of the Company shall include all or any of the several objects expressed in the Memorandum of Association or within its scope and meaning all matters incidental thereto or any one of them as the Directors in their discretion shall think fit.

The Authorized Share capital of the Company is Tk. 1,00,00,000.00 ( BDT One Crore Only ) only divided in 1,00,000 ( One Lac ) ordinary shares of Tk. 100.00 (BDT One Hundred Only ) each. with power to increase or reduce the capital and divide the shares into several classes and to attach thereto respectively preferential, qualified, deferred or such special rights or privileges or conditions as may be determined by or in accordance with the Articles of the Company or to consolidate or sub divide the shares or to issue shares of higher or lower denomination and to modify or abrogate any such rights, privileges and conditions as may for the time being be provided by the Articles of the Company.

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

Every person whose name is entered as Shareholder in the Registrar shall, without payment, be entitled to receive one certificate under the Common Seal which shall represent the Aggregate number of shares held by him and the amount paid thereon; provided that, in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one or several joint holders shall be sufficient delivery to all.

Share certificate shall be issued under the Common Seal and signed by the Managing Director. Every share certificate shall specify the number and the numbers of the shares in respect of which it is issued and the amount paid up thereon. 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 required and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such not exceeding Taka fifty as the directors may from time to time require.

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 in respect thereof.

With the approval of the Directors any share may be transferred by a share holder to his wife or her husband, son daughter, brother, sister, father mother or any trust whether created by share holder or any one else except as aforesaid no share 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 Directors at their discretion. The procedure for ascertaining whether any member is willing to purchase any share shall be determined by the Directors.

Any member who desires to transfer his/her share(s) at the first instance shall offer the same to the existing member of the company. The Directors may at their discretion decline to register or acknowledge any transfer of shares other than fully paid up shares upon which the Company does not have a lien or whilst any shareholder executing the transfer is either alone or jointly with any other persons indebted to the Company on any account whatsoever or whilst any money or any of the shares intended to be transferred remain unpaid. Such refusal shall not be affected by the fact that the proposed transferee is already a Shareholder.

The Directors may increase the subscribed capital within the limits of the authorized share capital by such sum, to be divided into shares of such amount and with such rights attached, as the resolution shall prescribe.

All new shares shall, before issue, be offered to such persons, as at the date of offer are entitled to receive notices of the Company’s Directors Meetings, in proportion, as nearly as the circumstances permit, to the number of share they are holding at the time. Such an offer shall be made by a notice specifying the number of shares offered and fixing a reasonable time limit within which the offer, if not accepted, will be deemed to be declined, and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may dispose of the same in such manner as they think most beneficial to the Company.

Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to the subscription, payment of calls and instalments, transfer and transmission, forfeiture, lien, surrender, voting, conversion (in the case of Preference Shares) and otherwise.

The Company may, by special resolution, reduce its shares capital in any manner and subject to any consent required by law and in particular the Company may as part of this general power: a. extinguish or reduce the liability on any of its shares in respect of share capital that is not paid up; b. either with or without extinguishing or reducing liability on any shares, cancel any paid up share capital which is lost or presented by available assets; c. either with or without extinguishing or reducing liability on any of its shares, pay off any paid up share capital which is in excess of the needs of the Company; and d. so far as is necessary, after its memorandum by reducing the amount of its share capital and of its shares accordingly.

The Company may in the General Meeting by ordinary resolution and with prior permission of concerned authority, if required, alter the conditions of the Memorandum as follows: (i) To consolidate and divide all or any of its share capital into shares of larger amount than its existing shares. (ii) To sub-divide its shares or any of them into shares of smaller amounts than originally fixed by the Memorandum. (iii) To cancel any shares which at the date of such general meeting have not been taken or agreed to be taken by any person and diminish the amount of the shares so cancelled.

The Directors may at their discretion borrow any sum(s) of money for the purpose of the Company subject to the provisions of these articles.

The Directors may raise and secure the payments of such sum(s) 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 or by making, drawing, accepting or endorsing on behalf of the company any promissory notes; or bills of exchange or giving or issuing any other security of the company or by creation of any mortgage or charge or other security on the undertaking of the whole or any part of the property of the Company both present & future, including its uncalled capital for the time being and the Directors may, on behalf of the Company, guarantee the whole or any part of any loans or debts incurred by the Company with power to secure the guarantors against liability in respect of such loans or debts by means of mortgage or charge upon the property of the company movable or immovable or otherwise.

The directors may, if they think fit, receive from any member willing to advance the same all of any part of the money uncalled and unpaid upon any share held by him, and upon all of any the money so advanced may ( untill the same would but for the such advance become presently payable) pay interest at such rate(not exceeding without the section of the company in general meeting elevent percent per annum) as may be agreed upon between the members paying the sum in advance and the directors Any bond or other security issued or to be issued by the Company shall be under the control of the Directors who may issue them upon such terms and conditions and in such manner and for such consideration as they shall consider to be for the benefit of the Company.

Any bond or other security may be made assignable free from any securities between the Company and the person to whom the same may be issued. Any bond or other security may be issued at a discount premium or otherwise and with any special privilege as to redemption, surrender, drawing, allotment of shares, attending and voting at the general meeting of the Company or otherwise whatsoever. The Directors shall cause a proper register to be kept in accordance with the Act of all mortgages and charges specifically affecting the property of the Company and shall cause the requirement of any laws in that behalf to be duly complied with.

The Company shall within a period of not less than one month nor more than six months from the date at which the Company shall be entitled to commence business hold a general meeting of the Company, which shall be called the “Statutory Meeting” and in connection therewith the Directors shall comply with the provisions of Section 83 of the Act.

A general meeting of the Company shall be held within eighteen (18) months from the date of incorporation of the Company and thereafter once at least in every calendar year at such time and place as may be determined by the Directors provided that no interval longer than fifteen (15) months shall be allowed to elapse between each ordinary general meetings. Such General Meetings shall be called “ordinary general meetings”. All other meetings of the Company other than the Statutory Meeting shall be called “Extra-ordinary General Meetings”. The Managing Director may, whenever he thinks fit, call an Extra-ordinary General Meeting and extra-ordinary general meeting shall be called on such requisition or in default may be called by such requisition as provided by section 84 of the Act.

Subject to the Fourteen (14) days notice at least of every General Meeting, Ordinary or Extra-ordinary (other than a meeting for the passing of a Special Resolution) and by whomsoever called specifying the date, hour and place of the meeting together with a statement of the business to be transacted at the meeting and, in case it is proposed to pass an Extra-ordinary Resolution, the intention to propose such resolution as an Extra-ordinary Resolution shall he given to the persons entitled under and in the manner provided by these articles.

Where it is proposed to pass a special resolution, twenty one (21) days’ notice specifying the intention to propose the resolution as a Special Resolution and specifying the date, hour and place of the meeting and the nature of the business to be transacted thereat shall be given to the persons entitled under and in the manner provided by these articles. With the consent of all members entitled to receive notice of meeting or to attend and vote at any such meeting a meeting may be convened by such shorter notice as the members may approve.

(i) Any accidental omission to give notice to or non-receipt thereof by any member shall not invalidate the proceedings or any resolution passed at any such meeting. (ii) A director or member for the time being absent from his country of residence shall be deemed to have been properly notified if the notice is sent to his address registered with the Company.

The chairman of the Directors of the Company shall be entitled to take the chair at every General Meeting. In his absence or if at any meeting the Chairman is not present within half an hour after the time appointed for holding such a meeting or is unable to be present due to illness or any other cause or is unwilling so to act the Directors shall elect one of them to act as the Chairman of the meeting and in default of their doing so the members present shall choose one of the Directors to take the chair and if no Director is present or those present are not willing to take the chair the members shall choose one of the members to be the Chairman of the meeting.

All business shall be deemed special that is transacted at an Extraordinary Meeting, all that is transacted and at an Ordinary Meeting, shall be deemed special, with the exception of the sanctioning of a dividend, the consideration of the Company’s accounts, balance sheets and the ordinary report of the directors and auditors of the Company, the election of Directors and other officers in the place of those retiring by rotation, and the fixing of the remuneration of the auditors.

If within half an hour after the time appointed for the Meeting, a quorum is not present in the meeting, if convened on the requisition of members, shall be dissolved and in every other case shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Directors may by notice to the members appoint. If at such an adjourned meeting a quorum is not present those members present shall form the quorum and may transact the business for which the meeting is called.

If at any general meeting a resolution is put to the vote of the members shall at the first instance be decided by a show of hands unless a poll is demanded in accordance with the provisions of clause (e) of sub-section (1) of section 85 of theAct. If a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman of the meeting directs and either at once or after an interval or adjournment and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn. The voting right of share holders shall be strictly proportionate to the number of shares held by them respectively.

In the case of any equality of votes whether on a show of hands or at a poll, the Managing Director shall be entitled to a casting vote in addition to his own vote. The demand for a poll shall not prevent the continuance of a meeting for the transaction or any business other than the question for which the poll has been demanded.

(i) Upon a show of hands every member entitled to vote and present in person or by attorney or proxy shall have 1 (one) vote. (ii) Upon a poll every member entitled to vote and present in person or by attorney or proxy shall have 1 (one) vote for each share held by him.

No member shall be entitled to vote at any General Meeting unless all calls or other sums of money presently due and payable by him in respect of shares in the company held by him have been paid.

FORM OF PROXY: Every instrument of proxy whether for a specified meeting or otherwise, may be in the following form or in any other form which the Directors may from time to time approve. HELICOX LIMITED. I, ________________________________ of _______________________ being a member of HELICOX LIMITED. do hereby appoint _________________ of or failing him _____________________ of_________________ as proxy to attend and vote for me and on my behalf at the (Ordinary or Extra-ordinary as the case may be) General Meeting of the Company to be held on the ___________ day of ____________________ month of 2011 and/or at any adjournment thereof. AS WITNESS MY HAND THIS the _____ day of ___________ month of 2012 Signed by the said member

The qualification of the Directors shall be holding of 1 share of Tk.100/= each in his/her own name alone and not jointly with others

Until otherwise determined by the Company in General Meeting the number of Directors shall not be less than 2 ( Two ) and not more than 50 ( Fifty ). The following persons shall be the first and permanent Directors of the Company unless any one of them voluntarily resigns the said office or otherwise removed theirfrom under the provisions of Section 108(1) of the Companies Act, 1994.

1. Aftab Hussain Shah
2. Md. Kabir Hossain

Unless otherwise determined by the Directors the remuneration of the Directors shall be Tk. 1000.00 (Tk. One thousand) for each meeting of the Directors attended by them which amount may be changed from time to time by the Directors.

The Directors may allow and pay to any Director who is not ordinarily resident of the place where the meeting is held and who shall come to such a place for the purpose of attending the meeting such sum as the Directors may consider fair compensation for travelling and living expenses in addition to his remuneration as above specified and the Directors may from time to time fix the remuneration to be paid to any member or members of their body constituting a committee appointed by them in terms of these articles and may pay the same.

If any Director, being willing is called upon to perform extra services or to make any special exertions in going out or residing at a particular place or otherwise for any of the purposes of the Company, the Company may remunerate, such Director either by a fixed sum or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his remuneration above provided.

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

Every person acting as an Alternate Director shall be an officer of the Company and shall not be the agent of the Director whom he represents. In provision of Sections 90 & 91 of the Act, the Directors shall have power at any time and from time to time to appoint any person as a Director either to fill in a casual vacancy or as an additional Director of the company. Any Director so appointed shall hold office only until the next following Ordinary General Meeting of the Company and he shall be eligible for re-election.

In provision of Section 94 (1) of the Act, the Office of a Director shall be vacated if: He fails to obtain within the time specified in sub-section (1) of section 97 of the Act or at any time thereafter cease to hold the share qualifications, if any, necessary for his appointment; or He is found to be of unsound mind by a court of competent jurisdiction; or He is adjudged an insolvent; or He fails to pay calls made on him in respects of shares held by him within six months from the date of such calls being made; or He or any firm of which he is a partner or any private company of which he is a Director without the sanction of the company in the General Meeting accepts or holds any office of profit under the Company other than that of legal or technical advisor or banker;

The business of the Company shall be managed by the Directors who may pay all expenses of getting the Company registered and may exercise all such powers and do all such acts and things as the Company is by its Memorandum of Association or otherwise authorised to exercise or required to be exercised or done by the Company in General Meetings but subject nevertheless to the provisions of the Act and of the Memorandum of Association, and these Articles as to any regulations not being inconsistent with the Memorandum of Association and these Articles from time to time made by the Company in General Meetings provided that no such regulation shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.

The Directors may meet together for transaction of any business, adjourn and/or otherwise regulate their meetings and proceedings as they may think fit. All meetings of Directors shall be presided over by the Chairman, and in his absence the Directors shall elect amongst themselves a chairman to preside over the meeting. Notice of the meeting given to a Director at the address registered with the Company shall be deemed to be valid notice.

DELEGATION OF DIRECTORS’ POWER: (i) The Directors may delegate any of their powers to any Committee(s) standing or otherwise consisting of one or more members to assist them in the discharge of their functions. They may also delegate to any member holding an executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose, either collaterally with or to the exclusion of their own powers and may be revoked or altered. (ii) The meetings and proceedings of any such Committee(s) shall be governed by the provisions of these Articles for regulating meetings and proceedings of the Directors so far as the same are applicable thereto and are not superseded by any regulations made by the Directors.

There shall be a Chairman who shall preside over all the meeting of Directors as well as the General meeting and extra ordinary general meeting of the company. The Chairman shall be nominated by the Managing Director from time to time. The Chairman shall exercise such powers and fulfill such functions, as may be determined from time to time by the Managing Director

Aftab Hussain Shah shall be the first Managing Director/Chief Executive of the company for a period of 5 (five) years from the date of incorporation of the company and after expiration of his tenure, he shall be eligible for re-election. The business and all other affairs of the company shall be managed by the Managing Director.

Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these articles, it is hereby expressly declared that the Managing Director shall have the following powers, that is to say: To pay the cost, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.

To purchase or otherwise acquire for the Company any property rights or privileges which the Company is authorised to acquire at such price and generally on such terms and conditions as he thinks fit and subject to the provisions of Section 107 (a) of the Act to sell, let, exchange or otherwise dispose of absolutely or conditionally any part of the property, privileges and undertaking of the Company upon such terms and conditions and for such consideration as they may think fit. At his discretion to pay for any property, rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such shares may be issued either as fully paid up thereon as may be agreed upon and any such bonds, debentures, or other securities may either specifically charged upon all or any part of the property of the Company, including its uncalled capital not so charged.

To secure the fulfilment of any contracts, agreements or engagements entered into by the Company, mortgage or charges of all or any of the property of the Company and its unpaid capital for the time being or in such other manner as he thinks fit. To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company or in which it is interested or for any other purposes and to execute and do all such deeds, documents and things as may be requisite in relation to any such trust and to provide for the remuneration of such trustee or trustees. To institute, conduct, defend, compound and abandon any legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any claims or demands by or against the Company.

To refer any claims or demands by or against the Company to arbitration and observe and perform the awards. To make and give receipts, releases and other discharges for money payable to the Company and for the claims and demands of the Company. To act on behalf of the Company in all matters relating to bankrupts and insolvent. To invest and deal with any of the purposes thereof upon such securities (not being shares in this Company) and in such manner as he thinks fit, and from time to time vary or realise such investment.

To execute in the name and on behalf of the Company or in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company’s property (present and future) as he thinks fit, and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed upon. To give to any person employed by the Company as remuneration for their services such a commission of the profits of the Company and such commission or share or profits shall be treated as part of the working expenses of the Company. From time to time to make, vary, repeal bye-laws for the regulations of the business of the Company, its officers and servants.

Subject to the provisions of Section 399 of the Act, before recommending any dividends to set aside portions of the profits of the Company to form a fund to provide for such pension, gratuities or compensation or to create any provident fund in such or any other manner as he may deem fit. To make and alter rules and regulations concerning the time and manner of payment of the contributions of the employees and the Company respectively to any Fund and the actual, employment, suspension, and forfeiture of the benefits of the said fund and application and disposal thereof, and otherwise in relation to the working and management of the said Funds as the Directors shall from time to time think fit.

To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as he may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purpose of the Company. To make, draw, endorse, sign, accept, negotiate and give all cheques, bills of lading, drafts, orders, bills of exchange and promissory notes and other negotiable instruments required in the business of the Company. To pay and charge to the capital account of the Company any interest lawfully payable thereon under the provisions of Section 157 of the Act.

To insure and keep insured against loss or damage by fire or otherwise for such period and to such extent as he may think proper all or any part of the buildings, machinery, goods, stores, produce and other movable and immovable property of the Company either separately or jointly, also to insure all or any portion of the goods, produce, machinery and other articles dealt with, imported or exported by the Company, and to sell, assign, surrender or discontinue any policy of assurance effected in pursuance of this power.