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MEMORANDUM OF ASSOCIATION MEMORANDUM OF ASSOCIATION THE COMPANIES ACT, 1994 (ACT NO. XVIII OF 1994) (A PRIVATE COMPANY LIMITED BY SHARES) MEMORANDUM OF ASSOCIATION OF Texco CONSULTANCY (Pvt.) LTD I. The name of companies is “Texco CONSULTANCY (Pvt.) LTD”. II. The registered office of company shall be in Bangladesh and presently situated at ………………………………………………………………………….. III. The objects for which the company established are all or any of the following will be implemented after obtaining necessary permission from the government / concerned authority / competent authority before commencement of business and the objects for which the Company is established are as follows (and in construing the following sub- clauses the scope of none of such sub-clauses shall be deemed to limit or affect the scope of any other of such sub-clause): (1) To create an efficient, productive human resource base that will result in the optimal utilization of human resources of the country including both in the private and/or public sectors. (2) To develop need-based, results–oriented and market responsive training programs aimed at building professionalism at various levels and various subjects and/or as per demands, in order to build an efficient, innovative and committed personnel for the corporate equities and educational institutions in private and/or public sectors to meet the challenge of twenty first century. (3) To create a congenial and appropriate environment in the private and/or public sectors for attracting trainees as well as trainers for providing training at various levels and various subjects attractive, enjoyable and rewarding and to build institutional capacity through promotion of efficiency and to improve performance through training. (4) To strengthen training facilities at various levels and various subjects all over the country, including but not limited to the following disciplines: (A) Human Resources (B) Curriculum development (C) Teachers’ training (D) Medical and nursing (E) Communications (F) Hotel management (G) Marketing (H) Information Technology MEMORANDUM OF ASSOCIATION (I) Administration (J) Graphic design (K) Web technology development (L) Garments and textile (M) Hospitality and catering (5) To provide full and part time career advice and/or opportunities worldwide through the award of international qualifications in Bangladesh at all disciplines including but not limited to aforesaid ones. (6) To represent any foreign institutions and/or bodies engaged in education and/or training at all disciplines including but not limited to the aforesaid ones. (7) To provide training programs and facilities for the widespread use of the English Language for professionals in all sectors, including but not limited to those sectors capable of exporting trained and skilled manpower abroad e.g. nurses, doctors, teachers, technical personnel etc. (8) To create linkages with other training institutions, both public and private sector, at home and abroad aiming to become the apex training institution in the private sector. (9) To encourage the Government of Bangladesh to decentralize the public training activities to the private sector thus enabling them to take part in the overall implementation of Government policy an to provide consultancy support to the Government to augment and enhance its effort in the development of adequate expertise in the relevant sectors. 10. To introduce specialized training courses for the teachers to develop their proficiency in English language and teaching skill. (11) To provide assistance to the Government for arranging donations in the education and other sectors where training is a necessity so that its programs can be speedily carried out. (12) To provide assistance to the Government for organizing regular seminars and workshops both nationally and internationally and to produce training-related programs, films and problem-solving devices. (13) To implement, develop and modify computer-based education and/or training software in accordance with the needs and demands in the Country and to provide services in both public and private sectors. (14) To hire, develop and maintain skilled human resources in relation to carrying out of the company’s objectives from home and/or abroad. (15) To promote and/or organize conference, lectures, seminars and training programs to exchange views for the furtherance of the objects of the Company. (16) To establish and maintain libraries and other information services including the media to facilitate the objective of the Company. (17) To establish Training Centers and Institutions to provide, maintain and conduct research for the training, education and instruction of personnel and others who may desire to avail themselves of the same to provide for the delivery and holding of lectures, demonstrations, exhibition, classes, meeting and conference in connection herewith subject to the approval of proper authority. (18) To carry on business of printing and publishing books, magazines, journals, periodicals, newsletters etc in furtherance of the objectives of the Company. MEMORANDUM OF ASSOCIATION (19) To develop websites, including but not limited to, educational websites and CD- ROMS of all descriptions and exhibit them for public benefit and entertainment at home and abroad and the Internet. (20) To carry on business of Manpower recruiting, manpower-recruiting agencies, manpower import, export and allied businesses (subject to prior permission from the concerned authority). (21) To acquire, take over and/or accept by way of gift, donation, endowment and/or trust, the assets of any other Company, Institute or entity with similar objects. (22) To sell, mortgage, lease or exchange or by otherwise transfer or dispose of all or any property, movable or immovable, of the Company for the furtherance of the objects of the Company. (23) To construct, establish, run and support research institutions, laboratories, training center etc. and to do all other relevant things likely to be beneficial to the attainment of the object of the Company. (24) To construct, maintain, alter, improve or develop any building or works necessary or convenient for the purpose of the Company. (25) To buy, let, hire, convert, improve repair and assemble all sorts of training equipment, materials, teaching aids, etc. required for training purpose and/or in furtherance of the objectives of the Company. (26) To apply for, purchase or otherwise acquire any patents, trademarks, brevets, inventions, licences, secret, purposes, or the like conferring an exclusive or non- exclusive or limited, right to use any invention which may seem capable of being used for any of the purposes of the Company or the acquisitions of which seem calculated directly or indirectly to benefit the Company, and to use, exercise or develop or licences in respect of or otherwise turn to account the property and rights so acquired. (27) To borrow or raise money for the purposes of the Company’s business and to secure the same in such manner as may be thought fit, and in particular but without limiting the generality of the foregoing power, by issue at or under part or at a Premium, on mortgages, charges, debentures or debenture stock, perpetual or otherwise and with or without a trust deed secured or charged upon all or any of the Company’s property, assets and undertaking, present and future, including uncalled capital. (28) To issue any shares or securities which the Company has the power to issue by way of security in furtherance of the Company’s objectives. (29) To indemnify any person whom the Company has agreed or is bound to indemnify or in satisfaction of a liability. (30) To make donation, endowment and/or subscriptions to any object likely to promote the interest of the Company and to grant bonuses, gratuities, and support to any educational, social and/or charitable institution(s) or society(s) with similar objects. (31) To enter into partnership or any agreement for sharing profits, union of interests, or co-operation with any Company, firm or persons carrying or proposing to carry on any business within the objects of this Company, or in respect of any one or more transactions. (32) To buy and acquire assets or shares of any existing business/firm/property/ MEMORANDUM OF ASSOCIATION company/industry/ enterprise for the benefit of the Company. (33) To take loan or other forms of financial assistance from any bank or other financing institutions and agencies, local or foreign for any or all such purposes, as specified hereinbefore or hereinafter. (34) To open and operate local and/or foreign currency account after obtaining permission from Bangladesh Bank and receive payments in foreign currency for services rendered and do all such things pertaining to dealing in foreign exchange as admissible under the current and applicable rules of the Government. (35) To invest and deal with the money of the Company not immediately require in such manner in accordance with the purpose of the attainment and furtherance of the objects of the company and with the compliance of the Law of the Act under which it is registered. 36) To do all such other lawful things as are conducive or incidental to the attainment of the above object and furthering the growth of the Company. IV. The liability of the Company is Limited by shares. V. The authorized share capital of the company is Tk.50,00,00,000/=(Taka fifty Crore only) divided into 50,00,000/=(fifty lac) ordinary shares of Tk.100/= (Taka One Hundred) each with power to increase or reduce it or any portion thereof and to divide the share of the company from time to time into several classes and to attach thereto any preferential , deferred, quality or other special rights, privileges or conditions upon the sub-division or consolidation of any share to apportion the right to participate in profits in any manner as between the holders of shares from such division. We, the several persons whose names addresses and descriptions are subscribed hereunder are desirous of being formed into a Private Limited Company in accordance with this Memorandum of Association and we, respectively agree to take and accept the number of shares in the capital of the company set opposite to our respective names: S.L No Name Address and Numbers of share Signature of The Occupation Subscribed Subscriber 01 Mohammad A. Razzak son 30,000/= (Thirty of Abdul Wahab, 45 Lake thousand only). Circus Kalabagan Dhaka 1205. 02 Mohammad A. Hamid son 30,000/= (Thirty of Abdul Wahab, 45 Lake thousand only). Circus Kalabagan Dhaka 1205. 03 NargisHamid wife of 20,000/= (Twenty Mohammad A. Hamid, 45 thousand) Lake Circus Kalabagan Dhaka 1205. Dated........................................Day of February, 2006 Witnesses Sl. No. Name Address Occupation Signature 1. 2. 3.
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