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THE COMPANIES ACT, 1994

(ACT. XVIII OF 1994)


A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
OF
DK Gl!"l Cl#$%&' C. L#(.
The Companies Act, XVIII of 1994
(ACT. XVIII OF 1994)
A Private Company Limited by Shares
emorand!m of Association
of
DK Gl!"l Cl#$%&' C. L#(.
I. The name of the Company is DK Gl!"l Cl#$%&' C. L#(.
II. The registered office of the Company shall be situated in Bangladesh.
III. The objects for which the Company is established are all or any one of the
followings:
1. To promote, establish and construct textile industries, clothing, pinning, !ea"ing,
#rocessing, $yeing, #rinting ,%inishing, &nitting and composite textile mills and factory
for speciali'ed home furnishing or other apparels and ready(made garments in
Bangladesh and elsewhere and to underta)e all other business in connection therewith.
"arious types of $& *lobal Clothing Co. +td dresses blouses and froc), uit, bla'ers and
trousers of international standard and designs of export oriented and to buying, sell,
import, export, supply, trading buying agent or any other readymade garments materials.
,. To carry on the business of designing, manufacturing, mar)eting readymade garments
including all )inds of casual were and +adies and *ents garments and re-uisites made
of both synthetic and non(synthetic materials produced by merchandi'ed, semi(
merchandised weater Industries, ."en industries means for importing and exporting
from and to countries of the world. To buy, sell, treat, produce, manufacture and deal in
soc)s, nets underwear/s, hand)erchiefs, towels, nap)ins, bad sheets, carpets, rug and
other goods.
0. To carry on the business and to buy, sell, export, import, indenting, buying house of
manufacturing and dealing in all types of )nitting apparels1garments for gents, ladies and
children wear made of cotton, rayon, sil) leather, jute and other fibrous products and the
preparation of standard and si'es and -uality, processing, printing, embroidering dying
and coloring of any or all of the products mentioned abo"e of manufacture of textile and
speciali'ed textile products
2. To own, ac-uire, purchase, lease, build, erect, install, establish, operate and maintain
mills, factories plants, machineries e-uipments, laboratories, apparatus, and other
facilities for the purpose of manufacturing, spinning, wea"ing, )nitting bleaching, dyeing,
bloc) printing, pressing, cutting, pac)ing and balling cotton, cotton yarn, synthetic thread,
rayon, nylon, sil) and manufacturing of all products and by products of cotton textiles
and of any other fabric.
3. To enter into any arrangement with the go"ernment or authorities municipal, local or
other bodies, that may seem conduci"e to the company/s objects or any of them and to
obtain from any such go"ernment of or authority any rights, pri"ileges, and concessions,
which the Company may thin) it desirable to obtain and to carry out exercise and comply
with any such arrangements, rights pri"ileges and concessions in exchange of money or
share of the Company.
4. To enter into partnership or into any arrangement for sharing profits, union of interest,
co(operation, joint "enture of reciprocal concession, with any person or company
carrying on or engaged in any business so as directly or indirectly to benefit this
Company, and to ad"ance money to guarantee the contracts of or otherwise assist, any
such person or company and to ta)e or otherwise ac-uire shares and securities of any
such company, and to sale ,hold, re(issue, with or with or without guarantee, or
otherwise deal with the same.
5. To set up joint "enture projects with foreign or local participation and foreign or local
collaboration technical 6 "ocational training centre consultancy centre, to grow
awareness, learning/s, teaching and practical training for the uns)illed wor)ing people,
as a result de"elop s)ill labor, ensure job facilities, create job opportunities home and
abroad and it will be helpful for reducing unemployment/s.
I7. The liability of the 8embers of the Company is +imited.
7. The 9uthori'ed hare Capital of the Company is T).1,::,::,:::1( ;Ta)a one Crore<
di"ided into 1,::,::: ;.ne +ac< .rdinary hares of T).1::1(;Ta)a .ne hundred< each.
The Company shall ha"e power to increase of reduce it and to di"ide the shares in its
capital for time being into se"eral classes of shares and to attach thereto respecti"ely
such preferential deferred or special rights or conditions as may e determined by or in
accordance with the 9rticles of 9ssociation of the Company.
!e, the se"eral persons, whose names addresses and descriptions are subscribed below are
desirous of being formed into a #ri"ate +imited Company in pursuance with this 8emorandum
of 9ssociation and we are respecti"ely agreed to ta)e the number of shares in the capital of the
Company set opposite to our respecti"e names:
l.=o =ame, 9ddresses, $escriptions and
=ationality of the ubscribers.
=umber of hares of the
ubscribers
ignature of
ubscribers
:1 BCN IMPORT S.L.
>epresented by
?osep ala Cabanas
1o( +uis
8other: @l"ira
C1#au 8iralda 13(15, #ol. Ind.
Bufal"ent(:A,2:, 8anresa, pain,
Tel.B 02C0A5502A5;ext.;1<,13<
@mail: josep15Dgmail.com
$ate of Birth: :A(:C(1C4,
#assport =o: 99*4C3C1,
Business,painies
C3:: hares
;=ine thousand fi"e
hundred <
:,. M"$)*( H++"%&
1.( .baydul Ea-ue
8other: hajeda
#ermanent 9dd: 7illage(9)on
&anda, #..: 7asanchar, #.:
8ehendigonj, $ist: Barishal(A,5:
#resent 9dd: Eouse(0,, >oad(1:,
=i)unja(,, &hil)het, $ha)a.
8obile( :15,A(2C1:,1
@mail:mahmud.a)onDgmail.com
mahmudDd)globalclothing.com
$ate of Birth: :1(:1(1CC,
TI= : 45C(1::(425,
=ational I$ : :414,,0:::,,A
Business, Bangladeshi
3:: hares
;%i"e hundred <
Total F 1:,::: hares
;Ten thousand<
!itnesses:
8d. Gahurul Islam
9d"ocate
Gahural Islam 6 9ssociates
31(3119, #urana #altan
;0
rd
%loor<, uite : 2:1
$ha)a(1:::
#hone : 5145CCA,
;8< :133,(2A4,A,, :1511,5,5,,
8d. 9bdul Eannan
Company +aw 6 Tax Consultant
31(3119, #urana #altan
;0
rd
%loor<, uite : 2:1.
$ha)a, Bangladesh
#hone: 5145CCA,
;8< :1502(35A2C2, :1C,:(121:4:
$ate the...................... day of................................. ,:10
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
DK Gl!"l Cl#$%&' C. L#(.
PRELIMINARY
1. The >egulations contained in the chedule( 1 of the Companies 9ct, 1CC2 shall ha"e as
is hereby expressly modified or excluded, apply to this Company as are applicable to
#ri"ate +imited Company.
INTERPRETATION
"# In these articles unless there is something repugnant in the subject or context
inconsistent therewith: a< HThe CompanyI means DK Gl!"l Cl#$%&' C. L#(. b< HThe
.fficeI means the registered office for the time being of the company. c< HThe ChairmanI
means the chairman of the board of directors of the company. d< H8anaging $irectorI
means the 8anaging $irector of the company. e< HThe >egisterI means the register of
members to be )ept in pursuant of section 02 of the 9ct. f< HJearI means the @nglish
calendar year as followed by the company. g< H8onthI means the calendar month
according to the @nglish calendar year. h< Hpecial >esolutionI and H@xtraordinary
>esolutionI ha"e the meanings assigned thereto respecti"ely by section A5 of the 9ct. i<
H#roxyI includes attorney duly constituted under a power of attorney. j< HIn !ritingI and
H!rittenI includes printing, lithography and other modes of representing or reproducing
words in a "isible form.
PRIVATE COMPANY
0. The Company is a #ri"ate +imited Company within the meaning of ection , ;1< under
Clause ;K< of the Companies 9ct, 1CC2 and accordingly the following shall apply: a<=o
in"itation shall be issued to the public to subscribe for any shares and debenture of the
Company. b< The number of the members of the Company ;exclusi"e of persons in
employment of the Company< shall be limited to fifty pro"ided that for the purpose of this
pro"ision where two or more persons hold one or more shares jointly in the Company
they shall be treated as single member. ;c< The right to transfer shares in the Company
is restricted in the manner and to the extent hereinafter appearing.
SHARE CAPITAL
4# The authori'ed share capital of the company is T) 1,,,,,,,,,, (O&- .//-) only di"ided
into 1,,,,,,, (O&- L".) ordinary shares of T). 1,,.,, ;T). one hundred< each with
power to increase or reduce the capital and to di"ide the share capital into different
classes and to attach thereto any special right or pri"ilege or condition as regard
di"idends, repayment of capital, "oting or otherwise or to consolidate or sub(di"ide the
shares.

SHARE CERTIFICATE
3. The Certificate of title to share and duplicate thereof whene"er necessary shall be
issued to the members under the common seal of the company and shall be signed
jointly by the 8anaging $irector and any other $irector of the Company. If any share
certificate is defaced, worn out, destroyed or lost, it may be re(issued on such e"idence
being produced and such indemnity ;if any< being gi"en as the $irectors re-uire and ;in
case of defacement or wearing out< on deli"ering of the old certificate and on payment of
such sum not exceeding T). 3.:: as the $irectors may from time to time determine.
TRANSFER AND TRANSMISSION OF SHARES
4. The Instrument of Transfer of any shares 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 of members in respect
thereof. !ith the appro"al of the Board of $irectors 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 "alue to
be determined by the Board of $irectors at their discretion. The procedure ascertaining
whether any member is willing to purchase any share shall be determined by the Board
of $irectors at their discretion. @"ery member desirous of transferring his1her shares
shall at the first instance offer the same to the existing members of the Company.
ALTERATION OF CAPITAL
5. The $irectors may, with the sanction of the Company, in general meeting increase the
share capital by such sum to be di"ided into shares of such amount, as the resolution
shall prescribe. The Company may, by special resolution, reduce its shares capital in
any manner and subject to any incident authori'ed and consent re-uired by law.
BORRO0ING PO0ER
A. The board of directors may from time to time borrow any sum or sums of money for the
purpose of the business of the company from any persons, ban), firms, companies and
particularly from a director and may secure the payment of such money in such manner
and upon such terms and conditions in all respects as they thin) proper and in particular
by ma)ing, drawing, excepting or endorsing on behalf of the company promissory notes
or bills of exchange or gi"ing or issuing any other security of the company or by
mortgage of all or any of the property of the company including its uncalled capital for
the time being and the directors may on behalf of the company guarantee the whole or
any part of the loan or debts raised by or on behalf of the company or any interest
payable thereon with power to them to secure guarantee against any liability in respect
of such loans by means of mortgage or charge upon any property and assets of the
company.
GENERAL MEETING
C. There shall be at least one ordinary general meeting to be called the 9nnual *eneral
8eeting e"ery year. It should be held e"ery calendar year as soon as practicable after
the annual closing of account of the Company but not later than fifteen months from
the date of the last 9nnual *eneral 8eeting of the Company. The first *eneral
8eeting shall be held within 1A months from the date of its incorporation. The abo"e
meeting shall be called 9nnual *eneral meeting and all the meeting of the members of
the company shall be called extra ordinary *eneral 8eeting and presided o"er by the
Chairman of the company and in his absence by any of the $irectors of the Board as
may be decided.

PROCEEDING AT GENERAL MEETING
1:. ubject to the pro"isions of ection A5;,< of the Companies 9ct,1CC2 related to
special solutions at least fourteen days notice from the date of posting of the
notice specifying the place the date and hour of the general meeting shall be gi"en and
in the case of special business, the general nature of such business shall be notified
to the members, which may, with the written consent of all the members, may be
called by shorter notice and in such manner as the members thin) fit.
1UORUM
11. T2 members present in person or by proxy shall form a -uorum. =o business shall be
transacted at any general meeting unless a -uorum of members is present at the time,
which the meeting proceeds to transact business.
VOTE OF MEMBERS
1,. .n a show of hands e"ery member present in person shall ha"e one "ote and
upon a poll e"ery member present in person or by proxy or attorney shall ha"e one
"ote for e"ery share held by him. .n a poll, "otes may be gi"en either personally or by
attorney or by representati"e with a letter of authori'ation.
BOARD OF DIRECTORS
10. Lntil otherwise determined by the Company in *eneral 8eeting the number of
$irectors shall not be less than , ; Two < and not more than 3: ; %ifty <. The following
persons shall be the first and permanent $irectors of the Company unless any one of
them "oluntarily resigns the said office or otherwise remo"ed their from under the
pro"isions of ection 1:A;1< of the Companies9ct1CC2.
1. 3+-4 S"l" C"!"&"+ N)%&-- 5 BCN IMPORT S.L.

6. M"$)*( H++"%&
1UALIFICATION SHARE
12. The -ualification of a $irector shall be holding in his1 her own name at least 1:: ;.ne
hundred< shares of the nominal "alue of T) 1::1( ;.ne hundred< each unless otherwise
determined in a general meeting.
1UORUM OF BOARD MEETING
13. 6(T2) members present in person and -ualified to "ote shall form a Kuorum in any
general meeting. !hene"er the Board of $irectors thin) it necessary, it may call a
*eneral 8eeting, whether ordinary or extra(ordinary at such time ;subject to the
pro"isions of ection A2 of the 9ct < and place as the Board thin)s fit.
PO0ER OF DIRECTORS
14. The Board of $irectors shall ha"e power at any time and from time to time to appoint any
other person to be a $irector of the Company either to fill up a casual "acancy or an
addition to the Board by co(option so that the total number of $irectors shall not at any
time exceed the maximum number of $irectors fixed by the Company. The management
of the business of the Company shall be in the hands of the Board of $irectors who may
pay such expenses of any preliminary and incidental to the promotion, establishment
and registration of the Company and do such acts as may be exercised and done by the
Company as are not forbidden by the state or by this 9rticles re-uired to be exercised or
done by the Company in general meeting, subject ne"ertheless, to any regulation to be
inconsistent with the aforesaid regulations or pro"isions as may be prescribed by the
Company in *eneral 8eetings, which shall be "alid and effectual.
DIS1UALIFICATION OF DIRECTORS
15. In pro"ision of ection 1:A;1< and C2 ;1< of the Companies 9ct, 1CC2, the office of the
$irectors shall be "acated if he1she. a< %ails to obtain within the time specified in
pro"ision of ection C5;1< of the Companies 9ct, 1CC2 or any time thereafter ceases to
hold the share -ualification necessary for his1her appointment, or b< Ee1 she is found to
be a person of unsound mind by a court of competent jurisdiction, or c< Ee1 she is
adjudged insol"ent, or d< Ee1 she fails to pay calls made on him in respect or shares
held by him within six months from the date of such calls being made, or e< 9bsent
himself 1herself from three consecuti"e meetings of the directors or from all meetings of
the $irectors for a continuous period of three months whiche"er is longer without lea"e
of absence from the Board of $irectors. f< >emo"ed from the $irectorship by an extra(
ordinary resolution.
CHAIRMAN
1A. The Chairman of the company shall be selected by the board directors from time to time.
The Chairman shall hold office unless he "oluntarily resigns or becomes dis-ualified
under the pro"ision of ection 1:A;1< of the Companies 9ct, 1CC2. The Chairman will
preside o"er all the meetings of the Board of $irectors as well as general meeting.
MANAGING DIRECTOR
1C. 3+-4 S"l" C"!"&"+ shall be the 8anaging $irector of the company and he shall hold
the office for a period of 3 ;%i"e< years unless he "oluntarily resigns or dis-ualified under
ection 1:A;1< of the pro"ision of the Companies 9ct, 1CC2.ubject to the control and
super"ision of the Board of $irectors the Chairman 6 8anaging $irector shall exercise
the following powers: a<The Chairman 6 8anaging $irector will run the day( to( day
affairs of the Company. b< To generally manage all concerns and affairs of the Company
to appoint employees, officers, agents, ad"isers, organi'ers, engineers.
BANK ACCOUNT
,:. The Company shall open Ban) 9ccount with any Commercial Ban)1#ri"ate Ban) or
%inancial Institutions and shall be operated by ?oint ignature or any $irector of the
Company or as per resolution of the Board of $irectors.
ADVISOR
,1. The Board of $irectors may from time to time appoint any suitable and acceptable
person;s< as 9d"isor of the Company and fix up his remuneration.
NOTICE
,,. !hen a notice is sent by registered post, ser"ice of the notice shall deemed to
be effectual by properly addressing, prepaying and posting a letter containing the
notice and unless contrary is pro"ed to ha"e effect at the time which the letter would
deli"er by post and >egulation no 110 to 115 of schedule shall apply.
ACCOUNTS AND AUDIT
,0. The $irectors shall cause to be )ept proper boo)s of accounts as pro"ided in ection
1A1 of the Companies 9ct, 1CC2. 9n 9uditor shall be appointed and his or her or their
duties regulated in accordance with ection ,1: to ,10 of the Companies 9ct, 1CC2 or
any statutory modification thereof for the time being in force. @"ery account when
audited and appro"ed at the *eneral 8eeting shall be conclusi"e except so far regards
to and error. 9ny such error when disco"ered within or before the audit of the next
account shall be corrected forthwith.
ANNUAL RETURN
,2. The company shall comply with the pro"ision of ection 04 of the Companies 9ct, 1CC2
as the ma)ing of annual returns.
DIVIDEND AND RESERVE
,3. The Company and 9nnual *eneral 8eeting may declare di"idends but no di"idend shall
be credited as #aid Lp on their respecti"e shares or the members in the capital of the
Company at the date to declaration of the di"idend after creation of reser"e as they thin)
it. =o di"idend shall be payable except out of the profits of the Company of the year or
any other undistributed profits and no di"idend shall carry interest as against the
company. The Board of $irectors shall ha"e absolute discretion as to the employment of
the reser"es created out of the net profit of the company and in declaring fully paid
Bonus hare out of profits. The Board of $irectors may from time to time pay to the
members such interim di"idends as appear to the directors justified by the profits of the
Company.
COMMON SEAL
,4. The Company shall ha"e a common seal and where the seal is affixed shall be
countersigned by the 8anaging $irector or any other $irector, if so authori'ed by the
Board, such seal and signature shall be conclusi"e e"idence of the fact that the seal has
been properly affixed.
INDEMNITY
,5. @"ery $irector, officer and ser"ant of the Company shall be indemnified by the company
for all losses and expenditure by him1her or them respecti"ely in or about the discharge
of his1her duties except when such happen from respecti"e willful act, neglect or default
and it will be duty of the $irectors to pay cash, out of the funds of the Company, all
losses and expenses which any $irector, officer or ser"ant may ha"e incurred in any
way in the discharge of their respecti"e duties. The amount for which indemnity so
pro"ided shall immediately attach lien o"er the property of the Company and shall ha"e
priority o"er all other claims.
SECRECY
,A. The Chairman, 8anaging $irector, $irector, 9d"isor, 8anager, ecretary, 9uditors,
9ccountants, .fficers, 9gents or other person employed in the business of the company
shall ha"e to obser"e strict secrecy respecting all matters which may come to his
)nowledge in the discharge of the duties when re-uired to do so by resolution of the
company or by court of law or where the person connected is re-uired to do so in order
to comply with any pro"ision of the law or in these presents.
ARBITRATION
,C. If and whene"er any difference shall arise between the Company and any of the
members of their representati"e touching the construction of any of the 9rticle herein
contained or any 9ct, matter or thing made, 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
forthwith be referred to two 9rbitrators, one to be appointed by each party and a third
arbitrator may be chosen by the two 9rbitrators, if deemed necessary, before entering
on the consideration in accordance with the pro"isions of the 9rbitration 9ct, ,::1.
0INDING UP
,C. If the Company is wounded up the surplus assets ;subject to any rights attached any
special classes of shares forming part of the capital for the time being< of the Company
be applied first in the repayment of capital paid up on the ordinary shares and the
excess ;if any< shall be distributed among the members in proportion to the number of
shares held by them respecti"ely. The $irector, the ecretaries, the 9uditors and other
.fficers or er"ants for the time being in relation to any of the affairs of the company be
indemnified out of the assets of the Company from and against all or any act done or
omitted in or about the benefited execution of their duty.
!e, the se"eral persons, whose names addresses and descriptions are subscribed below are
desirous of being formed into a #ri"ate +imited Company in pursuance with this 9rticles of
9ssociation and we are respecti"ely agreed to ta)e the number of shares in the capital of the
Company set opposite to our respecti"e names:
l.=o =ame, 9ddresses, $escriptions and
=ationality of the ubscribers.
=umber of hares of the
ubscribers
ignature of
ubscribers
:1 BCN IMPORT S.L.
>epresented by
?osep ala Cabanas
1o( +uis
8other: @l"ira
C1#au 8iralda 13(15, #ol. Ind.
Bufal"ent(:A,2:, 8anresa, pain,
Tel.B 02C0A5502A5;ext.;1<,13<
@mail: josep15Dgmail.com
$ate of Birth: :A(:C(1C4,
#assport =o: 99*4C3C1,
Business,painies
C3:: hares
;=ine thousand fi"e
hundred <
:,. M"$)*( H++"%&
1.( .baydul Ea-ue
8other: hajeda
#ermanent 9dd: 7illage(9)on
&anda, #..: 7asanchar, #.:
8ehendigonj, $ist: Barishal(A,5:
#resent 9dd: Eouse(0,, >oad(1:,
=i)unja(,, &hil)het, $ha)a.
8obile( :15,A(2C1:,1
@mail:mahmud.a)onDgmail.com
mahmudDd)globalclothing.com
$ate of Birth: :1(:1(1CC,
TI= : 45C(1::(425,
=ational I$ : :4130,:::1A0
Business, Bangladeshi
3:: hares
;%i"e hundred <
Total F 1:,::: hares
;Ten thousand<
!itnesses:
8d. Gahurul Islam
9d"ocate
Gahural Islam 6 9ssociates
31(3119, #urana #altan
;0
rd
%loor<, uite : 2:1
$ha)a(1:::
#hone : 5145CCA,
;8< :133,(2A4,A,, :1511,5,5,,
8d. 9bdul Eannan
Company +aw 6 Tax Consultant
31(3119, #urana #altan
;0
rd
%loor<, uite : 2:1.
$ha)a, Bangladesh
#hone: 5145CCA,
;8< :1502(35A2C2, :1C,:(121:4:
$ate the...................... day of................................. ,:10