THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
Nisshin Trans Consolidator BD Ltd
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
Nisshin Trans Consolidator BD Ltd
The name of the company is Nisshin Trans Consolidator BD Ltd
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
To undertake and carry on all or any of the trades and business of Freight Forwarding, Logistics Custom Brokerage, Warehousing, Distribution, Marketing, Pick & Pack, Transportation, Quality Inspection, Aviation, Travel & Tourism, Buying Agent, Manufacturers of & dealers in rope, Tarpaulins, Waterproofs Machinery, Engines, Nautical Instruments & Ships rigging, Gear, Fittings & Equipments of every description, Importers & Exporters of & dealers in goods, Provisions, Live & dead stock, Commodities, Articles chattels, Merchandise & Property of every Kind, General Traders & merchants & Generally to carry on the Said Business in all their Branches & to carry on the said Business either as Principals or agents or on Commission or otherwise in Bangladesh or elsewhere.
2
To carry on the business of General Trading, Export and Import of all Commercial permissible items, Dealers, Indenters, Broker, Manufacturing, Contractor, General Supplier, Buying and selling Agent. Wholesale and Distributors Dealers, Carrying of all and every kind of General and special products Computer, Accessories and Network accessories and other computer and Internet related Product.
3
To carry on the business or freight brokerage, shipping agents, cargo or handling agents, clearing and freight forwarding agents, container services, chartering agents for bulk carrier and tankers representatives and for that purpose to establish offices and tankers, representatives and for that purpose to establish offices for those by acquiring, leasing, hiring shipyard. To carry on the business as manufacturer, importer and exporter of different kinds of Electronic goods.
4
To carry on the business of manufacturers, traders, importers, indentores, exporters, dealers in industrial products, raw materials, finished goods, machinery, electronic goods, vehicles, Diesel engine and petrol engine of sued and new of all category motor car & other commodities & necessary items of all descriptions.
5
To carry on the business of manufactures, traders, importers, indentures, exporters, dealers in bus body building, speed boat, Cargo ship, Launch, Ship, Steamer, Marine Engine, Generator, Locomotive, Aircrafts Engine spares and locomotives spares.
6
To carry on the business of computer technology and all sorts of electronic items and to manufacture, assemble, export buy sell and service including setting up of show-room, training center and deal in computer & other electronic goods. To carry on the business of manpower, human resources, recruiting agent & employment either at home or at abroad and to obtain license, permission, works order from appropriate authority therefore.
7
To carry on the business of general contractor, engineers, architects of any or all type of construction works including civil, mechanical, electrical & electronic, power, water, gas, drilling and to obtain license, permission, work orders from Government, Semi-Government, Autonomous body, Corporations, Banks or any authority either domestic or foreign.
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 TK. 10,000,000 (One Core) divided into 1,00,000 (One Lac) Ordinary Shares of TK 100 (One Hundred) each 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.
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
Name
Position
No. of
Signature
No.
Shares
of
Taken
subscribers
1
Name: KABIR AHMED
Father's Name: Late Abdur Rahman
Mother's Name: Belaetun Nesa
Address: House-17, Road-08, Sector-7, Uttara, Dhaka
Date of Birth: 15-SEP-67
E-mail: kabir@nisshintransbd.com
Phone: 01819270297
TIN: 563847845915
NID/Passport No.: 7300164584
Nationality: Bangladeshi
Managing
Director
69250
(Sixty-Nine thousand Two Hundred Fifty shares)
Sd/-
2
Name: MOHON HALDER
Father's Name: Rabin Halder
Mother's Name: Pritilata Halder
Address: 117 Arjotpara (4th Floor), Mohakhali Railgate, Tejgaon, Dhaka
Date of Birth: 26-APR- 73
E-mail: mohon@nisshintransbd.com
Phone: 01841091992
TIN: 561049614588
NID/Passport No.: 1927675353
Nationality: Bangladeshi
Director
750
(Seven Hundred Fifty Shares)
3
Name: Mr. Shinichi Magami
Representative of Nisshin Transportation Co. Ltd.
| Father's Name: Shinpei Magami|
Mother's Name: Atsuko Magami
Address: 2-1-39 Kawaramachi, Wakabayashi Ward, Sendai City, Miyagi Prefecture
Date of Birth: 27-APR-68
E-mail: sh-magami@nisshintrans.com
Phone: +81-80-3091-3834
TIN: 000000000000
NID/Passport No.: TR4556480
Nationality: Japanese
Director
30,000
(Thirty Thousand Shares)
sd/-
Witness 1
Witness 2
Name:
Kamrun Nahar Omi
Ariful Islam Sarker
Address: House-17, Road-08, Sector-7, Uttara, Dhaka.
House: 41 (1st floor), ROAD: 13, D.I.T Project Merul Badda, Dhaka.
Phone:
+880 17 8035 3130
+880 17 1221 6139
NID:
4176564260
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
Nisshin Trans Consolidator BD Ltd
PRELIMINARY
The Regulations contained in the Schedule- 1 of the Companies Act 1994 shall have as is hereby expressly modified or excluded, apply to this Company as are applicable to Private Limited Company.
PRIVATE COMPANY
The Company is Private Limited Company within the meaning of section. 2 (1) Clause (Q) of the Companies Act, 1994 and accordingly:
a) No invitation shall be issued to the public to subscribe for any shares of debenture of the Company.
b) The number of the members of the Company (exclusive of persons in employment of the Company) shall be limited to fifty provided that for the purpose of this provision where two or more persons hold one or more shares jointly in the Company they shall be treated as single member.
c) The rights to the transfer shares in the Company any is restricted in 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 several objects as expressed in the Memorandum of Association.
SHARE CAPITAL
The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided into 100000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) each With power to increase or reduce the capital and to divide the share into different classes to attach thereto any special rights or privileges, or conditions as regard dividends, repayment of capital voting or otherwise or to consolidate or sub-divide the shares.
The shares shall be under the control of the Directors, who may allot for consideration other than cash or otherwise dispose of the same to such person in such manner or on such terms and conditions as the Directors think fit.
SHARE CERTIFICATE
The Certificate of title to share and duplicate thereof whenever necessary shall be issued to the members under the common seal of the company and shall be signed by the Managing Director and another 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. 5.00 as the Directors may from time to time require.
TRANSFER AND TRANSMISSION OF SHARES
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.
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 or any other else. 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 determined by the Transferor & Transferee Board of Directors at their discretion. The procedure for ascertaining whether any member is willing to purchase any share shall be determined by the Board of Directors at their discretion.
In the event of the death of Mr. Kabir Ahamed, his share will be transferred to his son, Mr. Ahmed Ayan Shahrukh (50%) and daughter, Ms. Kamrun Nahar Omi (50%) equally.
Every member desirous of 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.
ALTERATION OF CAPITAL
The Directors may, with the sanction of the Company in general meeting increase the share capital by such sum to be divided into shares of such amount, as the resolution shall prescribe.
The Company may be special resolution, reduce its shares capital in any manner and with, and subject to any incident authorized and consent required by law.
BORROWING POWERS
The Board of Directors may from time to time raise or borrow any sum or sums of money for the Company from any person, Bank, Firms, companies and particularly from and Director and may secure the payment of such money 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 exclusive any person by making, drawing, accepting or endorsing on behalf of the Company any promissory notes or giving or issuing any other security of the Company or by mortgage or by charge or by the issue of debenture or debenture stock of the company, perpetual or terminable and with or without a trust deed charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being.
GENERAL MEETING
There shall be at least one Annual General Meeting. It should be held every calendar year as soon as practicable after the annual closing of account of the Company but not letter than fifteen months from the date of the First Annual General Meeting of the Company. The first General meeting shall be held within 18 months from the date of its incorporation. All meetings of the Company shall be called and preside over by the Chairman.
PROCEEDING AT GENERAL MEETING
Subject to the provisions of Section 87 (2) of the Act related to special resolutions at least 14 (Fourteen) days’ notice from the date posting, the notice specifying the place the date and hour of the general meeting shall be 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, be called by shorter notice and in such manner as the members think fit.
Meeting of Directors may be held at any place and time deemed convenient to them to take place with short notice. The Directors may use electronic means of communication (Online meeting/Video Conference) to conduct General Meetings, including providing notice, sending proxy forms, and allowing electronic voting. The Directors may, in need, hold it's meeting through video conference using the online platform.
QUORUM (AGM)
(Two) 2 Members present in person and entitled to vote shall form a Quorum in any general meeting. For the fulfillment of the quorum, a representative from Nisshin Transportation Co. Ltd. or a proxy of the representative from Nisshin Transportation Co. Ltd. must be present.
VOTE OF MEMBERS
Whenever the Board of Directors think it necessary, it may call a General Meeting, whether ordinary or extra-ordinary at such time (subject to the provisions of section 81 the Act, ) and the place as the Board thinks fit.
On a show of hands, every member present in person shall have one vote and upon every member present in person or by proxy of attorney shall have one vote for every share held by him.
Every instrument appointing a special proxy shall, as nearly as circumstances will admit, be in the form or to the effect following and shall be retained by the company.
PROXY FORM
I,___________________________________________ of _____________________________________
__________________________________________ being a member of Nisshin Trans Consolidator BD Ltd
_____________________________________________ hereby appoint __________________________
of __________________________________________________ or failing him ____________________
_____________________________________________ of ____________________________________
__________ or failing him ____________________________________________ of _______________
_________________________________________________________________________________
as my proxy/Attorney in my absence 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
________________________________________________________ and at any adjournment thereof. As witness my hand this day of / _________________________________________________________
_____________________________________________________________________ signed by the said
____________________________________________________________ in presence of
________________________________________________________________ provided always that an Instrument appointment proxy may be in the form set out in Schedule-I of the Companies Act 1994, in regulation 68 of Table A.
On a poll, votes may be given either personally or by attorney or by representative with a letter of authorization.
DIRECTORS
Unless otherwise determined by the company in general meeting the number of directors shall not be less than 2(Two) and not more than 10(Ten). The following persons shall be the directors of the company unless anyone of them voluntarily resigns the said office or is otherwise removed therefrom under the provisions of section 108(1) of the Companies Act, 1994.
1. MR. KABIR AHMED
2. MR. MOHON HALDER
3. MR. SHINICHI MAGAMI (NOMINEE DIRECTOR OF NISSHIN TRANSPORTATION CO. LTD.)
QUALIFICATION SHARES
The Qualification of a Director of the Company shall holding in his/her name alone at least 500 (Five hundred) ordinary shares of the Company.
Unless the Board of Director decides otherwise each Director shall receive by way of remuneration a sum not exceeding Tk. 500.00 per meeting attended by him/her and such the traveling and other allowances as may be decided by the Board of Directors from time to time.
The Directors shall have power at time and from time to time to appoint of any other person to be a Director of the Company either to fill up a casual vacancy or as an addition to the board by co-option so that that the total number of Directors shall not at any time exceed the maximum number of Directors fixed by the Company.
QUORUM (Board Meeting)
2 (Two) at least of the Board have to present in person and be qualified to vote shall form a Quorum in any ordinary or extraordinary general meeting. No business shall be transacted or discussed at any general meeting unless the requisite quorum is present at the commencement of the meeting. The Chairman of the Board of Directors shall preside over every general meeting. In absence of the Chairman, any Director elected by the Board shall preside over the meeting.
No meeting can be held without the presence of a representative from Nisshin Transportation Co. Ltd., or a proxy of the representative from Nisshin Transportation Co. Ltd. must be present at the meeting.
POWER OF DIRECTORS
The Board of Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill up a casual vacancy or an addition to the Board by Co-option so that the total number of Directors shall not be any time exceed the maximum number of Directors fixed by the Company.
The Management of the business of the Company shall be in the hands of the Board of Directors 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 states or by this Articles required to be exercised or done by the Company in general meeting, subject nevertheless, to any regulation to be inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual.
The Board of Directors shall provide for the safe custody the Company's Seal, Every instrument to which the seal is affixed shall be signed by the Managing Director.
Each Director shall be responsible for proper discharge of the Company's business that may be entrusted to him/her by the Board.
The office of a Director shall ipso facto be vacated if :-
a) he is found to be of unsound mind by a court of competent jurisdiction or
b) he is adjudged an insolvent or
c) he fails to pay calls made on him in respect of shares held by him within two months from the date of such calls being made or
d) absent himself from three consecutive meetings of the Directors or from all meetings of the Directors for a continuous period of three months, which ever is the longer without leave of absence from the Board of Directors or
e) he or any firm of which he is a partner or any private company of which he is a member of Director accepts a loan or guarantee from the company in contravention of the act or
f) he acts in contravention of the Act or
g) by notice in writing to the company he resigns his office.
MANAGING DIRECTOR
KABIR AHMED shall be the First Managing Director of the company and she shall hold office for a period of 5 (Five) years or she resigns voluntarily or disqualified under the provision of the Companies Act. 1994.
POWER OF MANAGING DIRECTOR
Subject to the control and supervision of the Board of Directors the Managing Director shall exercise the following powers:
a) To generally manage all concerns and affairs of the Company to appoint and employ, officers, agents, advisers, organizers, engineers, scientists, technicians, labors, servants and others for the purpose of the company to remove or dismiss them and to appoint others in their place and to pay or cause to pay such salaries, wages, commission, allowances or other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the company.
b) To promote, transfer or re-designate any employee.
¢) To sign documents for and on behalf of the Company or to delegate the power to any Director, officer person or attorney and subject to approval of the Board to give General power of Attorney on behalf of the Company.
d) To purchase, sell, left out or exchange or otherwise dispose of absolutely or conditionally and property asset of the Company for the purpose of the Company. Subject to the approval of the Board of Directors.
e) To settle, compound, submit to arbitration and/or to withdraw actions, accounts, claims, demands whatsoever whether arising in any legal proceeding or not.
f) Subject to the approval of the Board of Directors to purchase or otherwise acquire at such prices and generally on such terms and conditions as he may deem fit any property, right, privileges and concessions as the company is authorized to acquire & he may invest the reserve fund of the company or dispose of the same on behalf of the Company as he may deem fit and proper.
g) To execute and to do, in the name of the Company, all such deeds and things as
are necessary welfare of the Company.
h) To sign and to verify plaints, written, statements, petitions, vakalatnamas authorizing legal practitioners to act on behalf of the Company in all courts, civil, criminal of revenue within Bangladesh or abroad.
MANAGEMENT
Managing Director are the supreme power of the Company and shall liable to take any decision upon agreed of this to board members. Managing Director will also look after sales monitoring and will put his ideas to grave the market will develop oversees and local agent also will develop logistics business/courier/trucking/customs brokerage/ware housing/project/air line.
BANK ACCOUNT
The Company shall open Bank Account with any commercial Bank/Banks and shall be operated under the Joint Signature of any two of three of the Company or as per resolution of the Board of Directors of the Company.
ADVISOR
The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of the Company.
ACCOUNTS AND AUDIT
The Directors shall cause to be kept proper books of accounts as provided in section 181 of the Companies Act, 1994. Auditors shall be appointed and his or their duties regulated in accordance with section 210 to 213 of the Companies act or any statutory modification thereof for the time being in force.
Every account when audited and approved at the General Meeting shall be conclusive except so far regards to and error. Any such error when discovered within or before the audit of the next account shall be corrected forthwith.
DIVIDEND AND RESERVE
The Company in General Meeting may declare dividends but no dividend shall credited as paid up on their respective shares or the members in the capital of the Company at the date to declaration of the dividend after creation of reserve as they think it.
No dividend shall be payable except out of the profits of the Company of the year or any other undistributed profits and no dividend shall carry interest as against the company.
The Board of Directors shall have absolute discretion as to the employment of the reserves created out of the net profit of the company and in declaring fully paid bonus share out of profits.
The Board of Directors may from time to time pay to the members such interim dividends as appear to the directors to justified by the profits of the Company.
COMMON SEAL
The Company shall have a common seal and where the seal is affixed shall be countersigned by the Managing Director or any other Director, if so authorized by the Board, such seal and signature shall be conclusive evidence of the fact that the seal has been properly affixed.
INDEMNITY
Every Director, officer and servant of the Company shall be indemnified by the company for all losses and expenditure by him/her or them respectively in or about the discharge of his/her duties except when such happen from respective willful act, neglect or default and in it will be duty of the Directors of pay cash, out of the funds of the Company, all losses and expenses which any Director, officer or servant may have incurred in any way in the discharge or their respective duties. The amount for which indemnity so provided shall immediately attach lien over the property of the Company and shall have priority over all other claims.
SECRECY
The Managing Director, Director, Manager, Secretary, Auditors, Accountants, Officer, Agent or other person 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 court of law or where the person connected is required to do so in order to company with any provision of the law or in these presents. The Directors shall have absolute discretion as to the investment of the reserve created out of the net profit of the Company and in declaring fully paid bonus shares out of the profits.
ARBITRATION
If and whenever any difference shall raise between the Company and any of the members of their representative touching the construction of any of the Article herein contained or any Act, matter or thing mad, 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 be forthwith referred to two Arbitrators, one to be appointed by each party and difference to an Umpire to be chosen by the Arbitrators before entering on the consideration in accordance with the provisions of the Arbitration Act, 2001.
WINDING UP
If the Company shall be wound 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 respectively.
The Director, the Secretaries, the Auditors and other Officers or Servants for the time being in relation to any of the affairs of the be indemnified out of the assets of the Company from and against all any act done or omitted in or about the Bonafide exaction of their duty.
Article number 09, 16, 17,19,21,25 Amended by an EGM on 4thDecember 2025