MOA AOA-SIS Associates Limited

THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM & ARTICLES OF ASSOCIATION OF SIS Associates Limited The Companies Act, 1994 (Act XVIII of 1994) A Private Company Limited by Shares Memorandum of Association Of SIS Associates Limited The name of the Company is SIS Associates 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 Government/ concerned authority/competent authority before the commencement of business: To carry on business as 1st Class Contractor, all kinds of Construction Contractor, Building Construction, Equipment Procurement, Installation, Erections, Roads & Highway Constructions, Bridge Constructions, design, contractors, Builders, Developer, Real Estate, Architecture, Town planners, Infrastructure developers, Estate developers and Engineers land developers, Land Scrapers, estate agents, immovable property dealers and to acquire, buy, purchase, hire or otherwise lands, buildings, civil works immovable property of any tenure or any interest in the same and to erect and construct, houses, flats, bungalows or civil work of every type on the land of the Company or any other land or immovable property whether belonging to the Company or not and to pull down, rebuild, enlarge alter and other conveniences and to deal with and improve, property of the Company or any other Immovable property in Bangladesh or abroad. To carry on business of any kind of Tender of Government, autonomous, Private sector attend in Bangladesh and outside the legal frame work of the laws and rules of land and To carry on business of Electrical Engineering, Electronics Engineering, Industrial automation engineering, civil engineering, architectural engineering, structural engineering, agricultural engineering, environmental engineering, Information & communication technology, Geographic information technology, survey, Management information services, soil & plant science, Hotel, Restaurant, cafe, Super Market, Shopping Complex, Shopping Centre, outlet store & showroom and Refreshment room, International Hotel, Guest Houses and resorts for Tourism Industry with foreign collaboration in Bangladesh, above things as principals, Agents, Contractors, Trustee or other bodies and either alone or in conjunction with others. To sell or let or lease or hire the whole or any part of the movable or immovable of the company. To purchase, acquire, take on lease, or in exchange or in any other lawful manner any area, land, buildings, structures and to develop the same and dispose of or maintain the same and to construct multistoried buildings for commercial or office accommodation and to build town ships, garden towns, markets and highways housing estate, residential houses, bungalows or conveniences thereon and to equip the same or any part thereof with all or any amenities or conveniences, drainage facility, water supply, sewerage installations and to deal with the same in any manner and to undertake the construction of multistoried flats apartments in Dhaka and other places in Bangladesh for residential, commercial buildings, departmental stores, super markets, shopping centers, community center, rest houses and boarding and to arrange outright sale of those flats to general public or to sale as management of the company may decide. To carry on the business of trading, Supply, buy, sell, import, export, marketing, supply, indents, wholesale, retail, home base marketing commission agents, selling agents, distributors, broker, stockiest, merchants, wholesalers, retailers, buyers, manufacturers, general order suppliers & dealers of all kinds of products like construction items, stationery items, grocery items, electrical & electronics items, cosmetics items, hardware, sanitary items, readymade garments & garment accessories & all other allied items & to carry on business of buying house agent, commission agent, importers, exporters, suppliers, contractors, retailers, dealers, traders of all kinds of ready garments & fabric, swim wares, under garments, knit-wears, hosier, textiles & spinning items, garments accessories, sewing thread, sweaters, jacket, all kinds of leather & leather items, fashion items, packing materials, sewing machines, spare parts, bag, rain coat, belt and other goods & articles. To carry on business of buying, selling developing of land, flats, apartments, construction building, builders, real estate, housing, engineers, architectures, contractors, builders, developer, town planners, infrastructure developers, estate developers and engineers land developers, estate agents, immovable property dealers, suppliers, distributors, traders and to acquire, buy, purchase, hire or otherwise lands, buildings, civil works immovable property of any tenure or any interest in the same and to erect and construct, houses, flats, bungalows, civil work of every type on the land of the company or any other land or immovable property whether belonging to the company or not and to pull down, rebuild, enlarge alter and other conveniences and to deal with and improve, property of the company or any other immovable property in Bangladesh or abroad. To carry out complete Information Technology enabled products and services including setting up of back office operations, call centers, data processing centers, Knowledge Process Outsourcing centers, medical transcriptions, e-mail centers, bill paying centers, legal & secretarial service centers, accounting centers including taxation, pay rolls accounting and to carry on the business of E-Commerce business, online shopping, net marketing, Internet advertising and marketing, stores, shops, creating shopping catalogues, net commerce solutions for business to business and business to consumers, online trading & to provide IT & IT enabled Services that includes Data center Hosting Service, Managed service, Cloud service, Business Process Outsourcing (BPO), Software Development & Management, Mobile Value Added Service, Infrastructure service, internet and internet related service, international gateway service, digital content management, IT Consultancy service, call center service. To do all such things as may be deemed incidental or conducive to the attainment of the above objects or any of them, and generally to undertake and execute all kinds of commercial, financial, trading, and other operations and transactions in connection with the Company’s said business and trades and to carry on business of manufacturing, trading, import, export, distributor, agency, franchisor, contractor, supplier, commission agent, buy, trade, promote, acquire, assemble, indenters, traders, buying house, commission agents, suppliers, and general order suppliers of goods and commodities of all kinds of products and such description as may be demanded by Bangladesh and other countries, to carry on business by opening branch office/warehouse in any places in Bangladesh or abroad. To attain the business objectives company may enter into partnership, joint-venture, take over or amalgamate with any other company and also to take loans from bank/other financial institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or companies and/or third party. The liability of the members is limited by shares. The authorized Share Capital of the Company is Taka 5,00,00,000/- (Taka Five crores) divided into 5,00,000 (Five Lac) ordinary shares of Taka 100/- (Taka one hundred) each with power to increase or reduce the capital and to divide the shares into several classes and to attach thereto any special rights or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares. Amendment of MOA as per the EGM held on 22nd June 2025 to Name Change of the Company. The Companies Act, 1994 (Act XVIII of 1994) A Private Company Limited By Shares Articles of Association of SIS Associates Limited PRELIMINARY The Regulations contained in the schedule-1 of the Companies Act, 1994 (Act No. XVIII of 1994), (hereinafter called the Companies Act) shall apply to the Company with respect to such provisions as are applicable in a Private Limited Company so far only as are not negative or modified by or as are not contained in the following articles or any other articles as may from time to time be framed by the Company. INTERPRETATION In these Articles unless there be something repugnant in the subject or context inconsistent therewith: The Company means SIS Associates Limited. The Act means the Companies Act, 1994 (Act No. XVIII of 1994). The Office means the registered office for the time being of the Company. The Directors means the Board of Directors of the Company. The Managing Director means the Managing Director of the Company. The register means the register of members to be kept pursuant of section 34 of the Act. Debenture includes debenture stock. Dividend includes bonus. Year means Calendar Year. Special Resolution and Extraordinary Resolution have the meanings assigned thereto respectively by the Act. Proxy includes Attorney duly constituted under a power of Attorney. PRIVATE LIMITED COMPANY The company is a Private Limited Company with the meaning of section 2(1) under clause (q) of the Companies Act, 1994 and accordingly : No invitation shall be issued to the public to subscribe for any shares, debentures or debenture-stocks of the Company. The number of members of the Company, (exclusive of persons in the employment of the Company) shall be limited to fifty, provided however, that when two or more persons hold one or more shares jointly in the Company, they shall be treated as a single member; and The right to transfer the shares of the Company is restricted in the manner and to the extent hereinafter appearing. BUSINESS The business of the Company shall include all or any of the several objects expressed in the Memorandum of Association. SHARE CAPITAL The authorized share capital of the Company is Taka Taka 5,00,00,000/- (Taka Five crores) divided into 5,00,000 (Five Lac) ordinary shares of Taka 100/- (Taka one hundred) each with power to increase or reduce the same value of the shares. Subject to the provision of the articles the shares shall be under the control of the directors who may allot or otherwise dispose of the same. CALL ON AND FORFEITURE The join-holders of a share shall individually as well as jointly liable for payment of any call or installment due in respect of such shares held by them. The directors may from time to tome make calls upon the members in respect of any money remaining unpaid on the shares held by them and no call shall be less than twenty five percent (one fourth) of the normal value of the share and each member shall subject to receive fourteen days no can specifying the time and place of payment, pay to the Company the amount collections share at the time and place so specified in the notice. If the requirement of the notice as aforesaid is not complied with, any share in respect of which the notice has been given, may at any time there after be forfeited by a resolution of the Board of Directors to that effect. The forfeited shares may be sold or otherwise disposed of on such terms and in such manner as the Directors may think fit and at any time before sale or disposition of the forfeiture may be cancelled on such terms and conditions as the directors think fit. SHARE CERTIFICATE The Company shall, within ninety days after the allotment of any of its shares, debentures or debenture-stock, and within ninety days after the registration of transfer of any such shares, debentures or debenture-stock complete and have ready for delivery the certificates of all shares, debentures and the debenture-stock allotted or transferred unless the conditions of issue of the shares, debentures or debenture- stock otherwise provide. The certificate of title to share and duplicate thereof whenever necessary shall be issued to the members and shall be signed by any two Director of the Company. If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such sum not exceeding Tk. 5/- as the Directors may from time to time require. TRANSFER AND TRANSMISSION OF SHARES 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 in the register of members in respect thereof. With the approval of the Board of Directors any share may be transferred by a shareholder to his or her wife, husband, son, daughter, brother, sister, father, mother except as aforesaid, no share shall be transferred to any person who is not a member of the Company so long as any member is willing to purchase the same at the fair value to be determined by the Board of Directors at their discretion. The procedure ascertaining whether any member is willing to purchase any share shall determine by the Board of Directors. Every member desirous to transferring his/her shares shall at the first instance offer the same to the existing members of the Company. The Directors may without assigning any reason whatsoever decline to register any transfer of share including transfer to any person who is a member of the Company. In the case of death of a member, the survivors where the deceased was a joint holder, and the legal personal representative of the deceased where he was a sole holder, shall be the only persons recognized by the company as having any title to his interest in the shares, but this Articles does not release the estate of a deceased sole/joint holder from any liability in respect of the said share. LIEN The Company shall have a paramount lien on every share (not being a fully paid share) for all moneys called or payable at a fixed time in respect of that share, the company lien, if any, on a share shall extend to all dividends payable thereof. ALTERNATION OF CAPITAL The Company may from time to time, subject to the provisions of its Memorandum of Association and to the permission of Regulatory body, in general meeting increase its share capital by the creation of new shares of such amount as it thinks expedient. Subject to Section 59 of the Act, the Company may by special resolution and with the prior permission of Regulatory body reduce its share capital. Subject to any direction to the contrary may be given by the resolution sanctioning the increase of share capital and any directive issued by the Government and/or the Regulatory body, all new shares shall before issue, be offered to the Members in proportion, as nearly as circumstances admit, to the amount of the existing shares then held by them. The offer shall be made by notice specifying the number of shares offered and limiting a time 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. Directors may likewise so dispose of any new shares which by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares cannot, in the opinion of the Directors, be conveniently offered under this Article. BORROWING POWERS The Managing Director may with the approval of the Board of Directors from time to time raise or borrow any sums of money for and on behalf of the company from the members or other persons, companies or banks or they may themselves advance money to the company on such terms and conditions as they may think fit for the interest of the company. The Managing Director may with the approval of the Board Directors, from time to time secure the payment of such money in such manner and upon such terms and conditions in all respect as they think fit or by mortgage or charge upon all or any part of the property of the company. Subject to the compliance with the provisions of the Act, share or other securities may be issued at discount, premium or otherwise and with special privileges as to the redemption and voting at general meeting of the company and otherwise. Subject to the provisions of these presents and any terms and conditions at any time imposed by the relevant rules and regulation in Bangladesh, the Directors may at their discretion borrow any sum or sums of money for the purpose of the Company. GENERAL MEETING The first General meeting of the members of the Company shall be held within 18 (eighteen) months from the date of incorporation. Subsequent General meeting will be held once in every calendar year (not being more than fifteen months after the last general meeting). The general meeting referred to in this articles shall be called Annual General Meeting. All other meetings of the shareholders of the Company shall be called Extra-Ordinary General Meeting. Date, 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 the provisions of section 84 of the Companies Act, 1994. PROCEEDING AT GENERAL MEETING Subject to the provision 87 (2) of The Companies Act, 1994 relating to special resolution, fourteen days notice shall be served; in recovering this twenty one days the day on which the notice is served or deemed to be served shall be excluded but the day for which notice is given shall be included in the notice the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting to such persons as are under the Companies Act, 1994, or the regulations of the Company, entitled to receive such a notice from the Company, but the accidental omission to give such notice to or non-receipt of such notice by any members shall not invalidate the proceedings at the general meeting. It is pprovided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed; in the case of a meeting called as the annual general meeting, by all the Members entitled to attend and vote thereat; and in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than 95 percent in nominal value of the shares giving that right. The Chairman of the Company shall preside as Chairman at every 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, the Directors present shall choose one of their members to be the Chairman of the meeting. Members may participate in a meeting by means of a conference telephone or a video conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other and be heard by another Member(s) and such participation shall constitute presence in person at such meeting. The Members so participating in any such meeting shall be counted in the quorum for such meeting and, subject to there being a requisite quorum in accordance with the Articles, a resolution agreed by the Members in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Members duly convened and held. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Members attending the meeting, provided that at least one of the Members present at the meeting. Subject to the provisions of the Act, a resolution in writing signed by all Members for the time being entitled to receive notice of and attend and vote at general meetings (or being corporations, by a Director thereof or by their duly authorized representative) shall be treated as a resolution duly passed at a general meeting of the Company duly convened and held, and, where relevant, as a special resolution so passed. Any such resolution may consist of several documents in the like form, each signed by or on behalf of one or more Members, provided that where several documents are used, each such document shall be certified in advance by the Secretary to contain the correct version of the proposed resolution. QUORUM (AGM) 2 (Two) members present in person or by video conference or teleconference or any other electronic media shall form a QUORUM for general meeting. No business shall be transacted at any general meeting unless the quorum of members present at the time when the meeting proceeds. VOTE OF MEMBERS On a show of hands every member present in person shall have one vote and on a poll, every member present in person or by proxy shall have one vote in respect of each share held by him. No member shall be entitled to vote at any general meeting unless all call or other sums presently due and payable by him respect of shares in the Company held by him. If a pool is demanded, it shall be taken in such manner as the Chairman directs, and the result of the pool shall be deemed to be the resolution of the meeting at which the pool was demanded. In case of equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the pool is demanded, shall be entitled to a second or casting vote. DIRECTORS Unless otherwise determined by the Company in General Meeting, the number of Directors shall be not be less than 2 (Two) and not more than 10 (Ten). The following persons shall be the first Board of Directors of the Company unless anyone of them voluntarily resign from the said office or otherwise removed there from under the provisions of section 108 (1) of the Companies Act, 1994 or voluntarily resign or causing death : Md Rahmet Ullah Ahmed Ishtiaq Zabihullah Mir Solaiman The qualification of a Director shall be holding of shares of 100 (One hundred) shares of Taka 100/- (Hundred) each in the capital of the Company in his/her own name alone and not jointly with others. In case of Nominee Director, no need to hold any qualification shares. If any Director, when willing to be called upon to perform any extra service or to make any special exertions for any of the purpose of the Company, the Company may remunerate the Director so doing either by a fixed sum or a percentage on the net profit or otherwise as may determined by the Company in the Board Meeting. The Board of Directors shall have power from time to time to appoint one or more persons as directors who shall retire from office at the next ordinary general meetings as Directors provided that by such appointment the total number of Directors shall not exceed the maximum number fixed by the Article No. 40. DISQUALIFICATION OF DIRECTORS The office of Directors shall be vacated if he/she: Fails to obtain within the time specified in section 97(I) of the Companies Act, 1994 or any time thereafter ceases to hold the necessary qualifying shares for his/her appointment; or Is found to be a person of unsound mind by a court of competent jurisdiction; or In adjudicated as an insolvent; or Fails to pay calls made on him/her in respect of shares held by him/her within six months from the date of such calls being made; or Absent himself for the three-consecutive meeting 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 Directors. Resigns his/her office by one month’s notice in writing. A Director so removed shall not be re-appointed by the Board of Directors. POWER AND DUTIES OF BOARD The business of the Company shall be managed by the Directors who may pay all such expenses incurred in getting up and registering of the Company and may exercise all such power of the Company as are contained in the Companies Act, 1994 or any statutory modification thereof for the time being enforced or in these articles, required to be exercised by the Company in general meeting subject nevertheless to any regulation be not inconsistent with the aforesaid regulations or provisions as may be exercised by the Company in general meeting. But no regulations or provisions, as may be prescribed by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made. The Board of Directors shall exercise following all or any of the powers: In addition to Article 46, the Board of Directors shall exercise the following powers: To borrow or raise any sums of money by loan from Banks and loan giving agencies or otherwise on mortgage or hypothecation on such securities and on such terms as he may deem fit and execute, sign, seal or deliver all necessary documents or do any other act or acts on that behalf, subject to the approval of the Board. To purchase or otherwise acquire for the Company and property, right, privileges such as the Company authorize to such price and generally on such terms and conditions as he think fit. To sign cheque, certificate and other documents on behalf of the Company. To sign, seal, execute and do all such documents acts and things in the name of the Company as he deem fit. In addition to Article 46 & 47, the Board of Directors shall also exercise the following powers: To purchase, sell, execute or otherwise dispose of absolutely or conditionally or property for the purpose of the Company, subject to the approval of the Board. To enter into all such negotiations and contract and vary all such contacts and execute and do all such act, deeds in the name and on behalf of the Company as he may consider expedient for any relation to or in the interest of the Company. The above-mentioned activities shall be implemented or applied by the Managing Director with the approval of the Board of Directors. To delegate all or any of the power hereby conferred upon him and to any Director, manager, secretary, or the officers of the Company as he may from time to time fit and proper. PROCEEDING OF DIRECTORS The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings. In case of equality of votes the Chairman of the meeting shall have a second or casting vote. All acts done by any meeting of the Directors or by any person acting as Directors shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been appointed and was qualified to be director. A meeting of the Board may be convened by the Chairman or the Managing Director. Not less than 07 (seven) days written notice (or such shorter period as may be agreed by all Directors present in the meeting) of each meeting of the Board, specifying the date, place and time of the meeting and the business to be transacted thereat, together with copies of any documents and papers to be tabled at the meeting, shall be given to all Directors. Each Director shall receive notice of a meeting, whether or not he is absent from Bangladesh and every notice to be sent outside Bangladesh shall be sent by two out of the following three methods: (i) email (ii) an internationally recognized courier or (iii) facsimile transmission. The Directors may participate in a meeting of the Board by means of a conference telephone or a video conference telephone or similar communications equipment by which the persons participating in the meeting are able to hear and be heard by the other participants without the need for a Director to be in the physical presence of any other Director(s) and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors so participating in any such meeting shall be counted in the quorum for such meeting and, subject to there being a requisite quorum in accordance with this Article, a resolution agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held provided that at least one of the Directors present at the meeting was at that place for the duration of the meeting. A resolution in writing signed by all Directors shall be valid and effectual as if it had been passed at a meeting of the Board and may consist of several original or faxed documents in like form each signed by one or more Directors, provided however that such resolution in writing shall have been sent in advance to all Directors. ALTERNATE DIRECTOR Subject to Section 101 of the Act, a Director shall at the request of any Director (hereinafter called the original Director) appoint the person nominated by the original Director to be his Alternate Director to represent 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 Director and in the absence of the original Director, to attend and vote thereat, but he shall not require any qualification shares and shall ipso facto vacate office if and when the original Director vacates office or the Alternate Director is removed from office at the request of the original Director and any appointment or removal under this Article of an Alternate Directors shall be effected by the Directors upon the request in writing to the Board under the hand of the original Director. Every person acting as an Alternate Director shall be an officer of the Company and shall not be deemed to be the agent of the Director whom he represents. QUORUM (BOARD MEETING) 2 (Two) Director’s present in person or by video conference or teleconference or any other electronic media shall form the quorum of a Board Meeting until otherwise determined by the company in the Board Meeting. CHAIRMAN Md Rahmet Ullah shall be the first Chairman of the Company for 05 (Five) year from the date of incorporation of the Company or shall hold his position until he resigns voluntarily or otherwise becomes disqualified under provision of Section 108(1) of the Companies Act, 1994. He will preside over all the meetings of the Board of Directors as well as general meeting or extra-ordinary general meeting. The Chairman shall preside over all the meetings of the Board of Directors and but if at any meeting the Chairman is not present within thirty minute after the time appointment for the meeting or is unwilling to act as Chairman, the members present shall choose any one of the other Directors to be the Chairman of that meeting. MANAGING DIRECTOR Ahmed Ishtiaq Zabihullah shall be the first Managing Director from the date of Incorporation of the Company for a period of 5 (Five) years. After the expiry of his tenure the Board of Directors may re-appoint the retiring Managing Director with the consent of general meeting to hold office for the said period. Subject to the control and supervision of the Board, the Managing Director of the Company shall manage the business and all other Affairs of the Company. The Board of Directors may appoint or employ any individual as its Managing Director for a term not exceeding 5 (five) years at a time. Any individual holding the office of the Managing Director in the company shall, unless his term expires earlier, be deemed to have vacated his office immediately on the expiry of five years. After expiry of the tenure as Managing Director, the directors may appoint the retiring Managing Director or another Director to be the Managing Director of the company for the said period. Without prejudice to the general powers and other powers conferred by the preceding clause it is hereby declared that subject to the control, supervision and direction of the Board of Directors, the Managing Director may exercise all or any of the following powers that is to say:- a) To generally manage all concerns and affairs of the Company to appoint, and employ, officers, agents, advisers, consultants, organizer, experts, scientist, technicians, day laborers, servants, general manager, managers, securities, agents, organizers, engineers, experts, workmen, and other for the purpose of the Company and to remove or dismiss them and appoint others in their place and to pay and allow the be paid to employees as aforesaid on such salaries, commission, wages, fees and other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the Company. For the service to be rendered by the Chairman, Managing Director and other Directors he/she shall receive such allowances and remuneration as will be determined by the Board of Directors from time to time. BANK ACCOUNT The Company shall open and maintain Bank account with any schedule Bank/Banks and such accounts shall be operated, conducted as may be decided by the Board of Directors of the company from time to time. NOTICE Where a notice is sent by post, service of the notice shall be deemed to effect by properly addressing, prepaying and posting a letter containing the notice and unless contrary is proved to have been effect at the time which the letter would deliver in the ordinary course of post and regulations No. 113 to 117 of schedule – 1 shall apply. All notices required or permitted to be given hereunder shall be in writing, delivered personally or by post prepaid express mail, or by telegram, telex or cable subsequently confirmed by letter and addressed to the under mentioned addresses or to such address or addresses as any party hereto may from time to time, designate by notice to the other party hereto. DIVIDEND AND RESERVES The Company in Annual General Meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. The Directors may from time to time, pay the members such interim dividends as appear to the Directors to be justified by the profits of the Company. Every dividend may be sent by post to the registered address of the members entitled thereto and the receipt or the person whose name on the date of declaration of the dividend appears on the register of members as the owner of any share shall be a good discharge to the company for all payments made in respect of such dividend. ACCOUNTS AND AUDIT The Directors shall maintain true accounts to be kept (in provision of section 181 & 182 of the Companies Act, 1994 and shall provide the section 181 – 191 of the Companies Act, 1994). Of all sales and purchases of goods by the Company. Of all the assets and liabilities of the company ; and Of all sums of money received and expended by the Company and the matters in respect of which such receipt and expenditure take place. The books of accounts shall be kept at the registered office of the Company or at such other place as the Board of Directors may think fit and shall always be kept open for inspection by the Directors and their signatures/approvals. Once at least every year the Account of the Company shall be examined and the correctness of the profit and loss Account and Balance sheet be ascertained by one or more Auditors appointed for the purpose and the provision of sections 210 to 213 of the Companies Act, 1994 shall be observed. The remuneration of the auditors shall be fixed by the Company in general meeting except that the remuneration of any auditor appointed by the Board of Directors be fixed by them. INDEMNITY The Chairman, Managing Director, and Directors, Officers, Servant shall be indemnified by the Company for all losses and expenditure incurred by him or them respectively in or about the discharge of their respective duty except their willful act, neglect or default and it shall be duty of the Directors to pay out of the funds of the Company all losses and expenses which the Chairman, Managing Director, and Directors, Officers, or Servant may 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 other claims. SECRECY The Chairman, Managing Director, and Directors, Managers, Secretary, Auditors, Accountants, Officers, Agents or the other persons employed in the business of the Company shall have to observe strict secrecy respecting all matters which may come to his knowledge in the discharge of the duties when required to do so by resolution of the Company or by a court of law or where the person connected is required to do so in order to comply with any provision of the law or in these presents. ARBITRATION Any dispute arising among the Directors themselves or between a members and the Board of Directors as to the true inspection of this Articles or the implementation there of shall be referred to the arbitration. Arbitration affair to be dealt and settled under the Arbitration Act, 2001. WINDING UP If the Company shall be wound up, the surplus assets shall (subject to any rights attached to special class of shares forming part of the capital for the time being of the Company) be applied first in the repayment of the capital paid-up on the ordinary shares and the excess (if any) shall be distributed among the members holding ordinary shares in proportion of the number of ordinary share held by them respectively at the commencement of the winding up. Amendment of AOA as per the EGM held on 22nd June 2025 to Name Change of the Company.