THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
Hishab Technologies Limited
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
Hishab Technologies Limited
The name of the company is Hishab Technologies 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 (all objects will be implemented after obtaining necessary permission from the Government/concerned authority/competent authority before commencement of the business):
1
Primarily to establish, develop, setup, maintain, conduct and operate IT enabled voice-based data input software, dialogue engine, reporting system, alternative credit scoring system and any sort of voice-based solution as a user interface for banking services system to avail services of every kind including commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, communication and other technological. social or other services and to design, expand, upgrade any kind of communications network consisting of computer, peripherals and electronic devices including telecommunication equipment, connected by online or offline, with or without cables and undertake other such incidental activities.
2
To carry on the business of importing, exporting, trading, distributing, marketing of computer accessories, hardware, software, network hardware and software, installing sale and services, electric electronic office equipment training aids, communication equipment, audio- visual equipment, software modification resources, software development, production, sub-contracting, systems engineering and training but not limited to security equipment, automation equipment, automobile enhancement and telecom and networking equipment for management consulting of all types, providing information management and movement services, build advisory services of all types, installation, maintenance and supply services including providing associated hardware and software products for the purpose of the company.
3
To carry on the business of Software designing, development, customization, implementation, maintenance, testing , benchmarking, designing, developing and dealing in computer software and solutions over telecommunication network using neural network technology, and to import, export, sell, purchase, distribute, host in data centers or over the web or deal in own and third party computer software packages, programs ,solutions, and to provide internet / web based applications, services ,solutions, provide or take up Information technology related assignments on sub-contracting basis, offering services on-site/ offsite or through development centers using owned /hired or third party infrastructure and equipment, providing solutions/ Packages/ services through applications services provider mode via internet or otherwise, to undertake IT enabled services like call Centre Management, Medical and legal transcription, data processing, Back office processing, data warehousing and management.
4
To carry on in Bangladesh and anywhere else in the world, B2B and B2C business of providing solutions and services in IT in all its forms and perspectives and to undertake all such activities as are connected, linked or associated which includes but not limited to consultation in all types of end to end integrated solutions involving Security Information and Event Management solutions, Endpoint protection and detection response solutions, Data Loss Prevention solutions, Data Classification solutions, Information Rights Management solutions, Advanced Persistent Threat solutions, Network Access Control solutions, Database security solutions, Web Application Firewall solutions, Distributed Denial of service solutions, Identity and Access Management solutions, Cyber security awareness solutions.
5
To offer training, consultancy, advisory and all related services in all areas of information technology including computer hardware and software, data communication, telecommunications, manufacturing and process control and automation, artificial intelligence, natural language processing and to undertake research and development, and to provide for such research and development including conducting and participating in seminars, workshops, exhibitions, conferences and the like and to obtain technical know-how, literature, brochures, technical data from abroad and export/disseminate them to other countries and engage in manpower recruitment for overseas requirements and also bring in necessary skilled personnel into the country.
6
To design, develop, maintain, operate, expand, upgrade, lease out any kind of communications network consisting of computer, peripherals and electronic devices including telecommunication equipment, connected through any kind of link with or without cables and by development and implementation of computer systems information and Communication Technology and to carry on, undertake related business and do all matters incidental there to and to provide value added services on such a network within or outside Bangladesh and to develop, market, implement systems and application software packages and related products for Bangladesh and export markets to conduct software and hardware courses, to offer consultancy including hardware selection, system design, manpower selection, software development, implementation and training.
7
To enter into any arrangement, agreement or contract with the Government, private, public authority and to obtain from any such Government or authority all rights, concession and privileges, which the Company may think desirable to obtain in connection with its business and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions, to attain business objectives, the company may enter into any sort of partnership, joint-venture, and amalgamation or take over with any other company. To participate in tenders by government bodies.
8
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.
9
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 of the company is limited by shares.
The Authorized Share Capital of the Company is BDT 10,00,00,000 (Taka Ten Crore only) divided into 8,00,000 (eight Lac) ordinary shares and 2,00,000 (Two lac) preference shares each of BDT 100 (Taka One Hundred only) with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares.
Accepted as new printed Memorandum of Association, Clause No. V of which has been amended by way of Modification vide EGM dated 13.06.2022.
We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names.
SL No.
Name
Position
No. of
Shares
Taken
Signature of
subscribers
1
Entity Name: Hishab Singapore Private
Limited,
Represented By: (i) Zubair Ahmed
Address: 10 Anson Road, 14-06 International
Plaza, Singapore 079903
Share Holder
1000
( One
Thousand shares)
sd/-
2
Name : Mohammad Fayadan Hossain
Father's Name : A.M. Istaque Hossain
Mother's Name : Durdana Hossain
Address : House-297/A, Road- 19/B Mohakhali
DOHS, Post Office- Dhaka Cantonment-1206,
Cantonment, Dhaka
Date of Birth : 06-DEC-92
E-mail : fayadan.hossain@hishab.co
Phone : 01779644498
TIN : 336760770367
NID/Passport No. : 911 582 2679
Nationality : Bangladeshi
Managing Director
100
( One
Hundred shares)
sd/-
Witness 1
Witness 2
Name : Md. Mazharul Islam
Address: House 4/A, Road 96, Gulshan ¿ 2
Phone : 01884334147
NID : 5972519705
Name : Md. Ebrahim Yeasen
Address: House 52, Road 15, Block D, Banani,
Phone: 01918-024292
NID : 2695047982751