১। ব ব সা প্র িত া েন র না ম : ম ো ক উ টা র বাং লা েদ শ কাং িলঃ
২। ব ব সা প্র িত া েন র মা িল েক র না ম : এস , এ , এম , আ িশ ক - উর - রহ মা ন ( প্র িত িন িধ )
৩। িপ তা / স্ব া মী র না ম : মাঃ ম জ বু র রহ মা ন
৪। মা তা র না ম : মা সঃ সা ঈ দা রহ মা ন
৫। ব ব সা র প্র কৃ িত : িল িম েট ড কা া নী
৬। ব ব সা র ধরণ : আই ট , আম দা নী কা রক , কন সা ল েট ন্সী , িনং স া র , র া নী কা রক , সফটও য়া র
৭। ব ব সা প্র িত া েন র ঠ কা না : প্ল ট - ২৪ , এ আর টা ও য়া র , ( ল েভ ল - ০৮ ), কা মা ল আ তা ত ক এ িভ িন উ , ব না নী , ঢা কা - ১২১৩
৮। অঞ্চল/ িড এন িস িস 'র িন জস্ব মা েক ট : ৩ ম হা খা লী ও য়া ড : 19
৯। এনআই িড / পা স েপা ট /জন্ম িন বন্ধন নং : ৪১৮৩৬৬৩৭১৭ ট আইএন/ িব আইএন নং :
মা বা ইল নম্বর : ০১৭৫৪৫৭৯১২৩ ই- ম ইল : dr.ashik018@gmail.com
১০। অ থ বছর : 2025-2026 [ ন বা য়ন কৃ ত ] ব ব সা শুরু র তা ির খ : 03/12/2024
১১। মা িল েক র ব ত মা ন ঠ কা না মা িল েক র া য়ী ঠ কা না
হা ং নং : ১ / ১২ হা ং নং :
রা ড নং : ইক বা ল রা ড রা ড নং :
া ম / মহ া : ব্ল ক - এ , মা হা ম্মদ পু র া ম / মহ া :
পা স্ট কা ড : মা হা ম্মদ পু র - ১২০৭ পা স্ট কা ড : ঐ
থা না : মা হা ম্মদ পু র থা না :
জ লা : ঢা কা জ লা :
িব ভা গ : ঢা কা িব ভা গ :
১২। আদ শ কর তফ িস ল, ২০১৬ এর ক্র িম ক নং :
১৩। ড লা ই েস ন্স িফ ( ন ত ন/ন বা য়ন)
লা ই েস ন্স/ন বা য়ন িফ : 5500 সা ইন েবা ড কর (প ির িচ িত মূ লক) : 1040
সা র চা জ : 0 ভা ট : 981
আয়কর / উৎ েস কর : 3000 বই মূ ল : 270
ব েক য়া () : 0 ফ ম িফ : 0.00
সং েশা ধ নী িফ : 0.00 অ না ন িফ : 500.00
স ব েমা ট : 11291.00
অত্র ড লা ই েস ন্স এর ম য়া দ ৩০ শ জু ন, 2026 প য ন্ত
ঢা কা উত্তর িস ট ক েপ া ের শন
লা ই েস ন্স ই সু র িব বরণ
ই সু র তা ির খ :23/07/2025
ই সু র সময় :16:20:07
www.dncc.gov.bd
ই- ড লা ই েস ন্স
লা ই েস ন্স নং : TRAD/DNCC/026777/2024
া নী য় সর কা র ( িস ট ক েপ া ের শন) আইন, ২০০৯ (২০০৯ স েন র ৬০ নং আইন) এর ধা রা ৮৪- ত প্র দত্ত ক্ষ ম তা ব েল সর কা র প্র ণী ত আদ শ কর তফ িস ল, ২০১৬ এর ১০ অ নু ে দ
অ নু যা য়ী ব ব সা , বৃ িত্ত , প শা বা িশ ল্প প্র িত া েন র উপর আ েরা িপ ত কর আ দা েয় র ল েক্ষ িন ে ব িণ ত ব / প্র িত া েন র আ নু কূ েল অত্র ড লা ই েস ন্স ট ই সু ক রা হ েলা ।
লা ই েস ন্স ও িব া পন সু পা র ভা ই জা র কর ক ম ক তা
Certificate of Incorporation
(under Act XVIII of 1994)
N.B. This certificate is digitally signed. Please find the soft copy to verify
the signature.
No. C-197625/2024
I hereby certify that METRO COMPUTER BANGLADESH Co., Ltd. is this
day incorporated under the Companies Act (Act XVIII) of 1994 and that the
Company is Limited.
Given under my hand at Dhaka this Third day of October two thousand and
twenty-four .
By order of
Registrar
Assistant Registrar
Registrar of Joint Stock Companies & Firms
Bangladesh
Issue No. 459434 Date: 03/10/2024
Form XII
Particulars of Directors, Manager and Managing Agents and of any change therein
The Companies Act, 1994 (See Section 115)
Name of the Company: METRO COMPUTER BANGLADESH Co., Ltd. , Reg. No. C-197625, Reg. Date: 03-OCT-24
This document is digitally signed. Please find the soft copy to verify the signature.
Entity Address: Mt-107, 8th floor of A. R. Tower, 24 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh , Dhaka
Risa Yamanaka Presented for filing by:
Takashi Kawasaki
Risa Yamanaka
Takiko Honda
Japanese
Japanese
Japanese
--- Select -
--
--- Select -
--
--- Select -
--
3-1 kaminishiyama-machi, Nagasaki-shi,
Nagasaki, Japan, N/A, Phone :+81-90-
3198-3737, email: takashi-
kawasaki@metrobooks.co.jp, National ID:
TR4103176, TIN: 0
4-12-3f Nigiwai-Machi, Nagasaki-Shi,
Nagasaki, Japan, N/A, Phone :+81-80-
6746-5069, email: risa-
yamanaka@metrobooks.co.jp, National
ID: TZ1170771, TIN: 0
3-6-902 Goto-Machi, Nagasaki-
Shi,Nagasaki, Japan, N/A, Phone : 81-
80-1710-9114, email:
honda@metrobooks.co.jp, National ID:
TT4978081, TIN: 0
Business
Business
Business
1
2
3
Date of
Incorporation
-do-
-do-
Sl. The Present Name (a) or Names
and Surnames (d)
Nationality Nationality of
Origin (other
than the
present
nationality)
Usual Residential Address Other Business,
Occupation and
Directorship, if
any, if none,
state so (b)
Changes Date of
Appointment
or Change
17-Sep-2024 (State whether Director, Manager or Managing Agents) Dated:
(a) In the case of a Corporation its corporate name and registered or principal office shall be shown;
(b) In the case of an individual who has no business occupation but any other directorship or directorships, particular of the directorship or some of these
directorships must be entered. A complete list of directors, manager, managing agents shown as existing in the last particulars delivered shall always
be given;
(c) A note of the changes of the last list shall be made in this columns by placing against new directors name the words in place of ............... by writing
(Signature)
Issue No. 459435 Date: 03/10/2024
Form XII
Particulars of Directors, Manager and Managing Agents and of any change therein
The Companies Act, 1994 (See Section 115)
Name of the Company: METRO COMPUTER BANGLADESH Co., Ltd. , Reg. No. C-197625, Reg. Date: 03-OCT-24
This document is digitally signed. Please find the soft copy to verify the signature.
against a new directors, name the words "deed" resigned to as the case may be;
(d) In case of a firm the full name, address and nationality of each partner, and the date on which each became a partner.
(e) In case of multiple representatives, use comma(,) to separate names.
This document is digitally signed. Please find the soft copy to verify the signature.
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A LIMITED BY SHARES PRIVATE COMPANY
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
METRO COMPUTER
BANGLADESH Co., Ltd.
Issue No. 459436 Date: 03/10/2024
This document is digitally signed. Please find the soft copy to verify the signature.
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
MEMORANDUM OF ASSOCIATION
OF
METRO COMPUTER BANGLADESH Co., Ltd.
I. The name of the company is METRO COMPUTER BANGLADESH Co., Ltd.
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 of the following (all
objects will be implemented after obtaining necessary permission from the
Government/concerned authority/competent authority before commencement of the
business):
The company shall engage in a comprehensive range of IT services including
Computers, Consultancy, Training, Composing, Printing, Data processing, Entry, IT
Consulting, Professional Recruiting, Placement services in Bangladesh and abroad. It
will also undertake software development, Programming, Web development, Graphic
design, Video & Audio solutions, Networking (LAN, WAN, WAP, VPN), IPTSP, Online
Radio, Call Center, IP-TV, Security Systems, Alarming Systems, Online newspapers,
Cyber cafes, VSAT installations, E-Commerce, Game development (Windows, ios &
Android), M-commerce, and all related IT businesses, including computer and
communication equipment supply and assembly.
The company shall engage in the design, development, and commercialization of
software solutions, including business applications, educational software, gaming
software, mobile applications, and custom solutions, conducting market research,
software development, testing, quality assurance, marketing, and sales, and
providing technical support additionally, the company shall offer software
consultancy services to help clients implement and optimize software solutions,
engage in the export-import of software products, collaborate with technology
firms to foster innovation, and engage in any and all businesses incidental or
related to the aforementioned activities, including research and development,
publishing educational materials, organizing conferences, forming partnerships, and
leveraging technology for service delivery enhancement.
The company shall manage and operate a training services institute aimed to
provide high-quality education and hands-on training in various fields of information
technology (IT), skills development including proficiency in foreign languages
(vocational course) such as Japanese and English, aligning curriculum development
with industry standards, and ensuring comprehensive career counseling and job
placement services for individuals, entities both locally and internationally.
Furthermore, the company shall develop, deploy, and maintain advanced e-learning
platforms for comprehensive online education in IT training, language training i.e.
Japanese and English, and vocational skills development, featuring robust Learning
Management Systems (LMS), interactive multimedia content, and assessments,
leveraging cutting-edge technology to ensure engaging, flexible learning
experiences with seamless technical support for enhanced educational accessibility
and effectiveness globally.
The company shall engage and organize conferences, seminars, and workshops
focusing on IT, business management, education, and technology. It shall develop
and distribute educational materials, including textbooks and online courses, in
collaboration with industry experts. Additionally, the company shall forge
partnerships with educational institutions, technology providers, and industry
associations to foster innovation and enrich educational offerings. Furthermore, the
company shall integrate advanced technologies such as data analytics, digital
platforms, and cybersecurity solutions to optimize service delivery, ensuring the
provision of high-quality educational content and effective support services.
1
2
3
4
A LIMITED BY SHARES
This document is digitally signed. Please find the soft copy to verify the signature.
The Company shall engage in providing comprehensive business management
consultancy services specifically tailored for domestic, foreign companies and
organizations. This includes advising on business strategy, process optimization,
project management, market analysis, financial planning, and other management
aspects to improve operational efficiency, profitability, and growth. Additionally,
the Company shall engage in consigned training projects from corporate clients,
government bodies, and educational institutions, designing, developing, and
delivering customized training programs, workshops, and educational materials
based on specific requirements and objectives, aimed at enhancing the skills and
knowledge of employees or students in the IT domain.
The company shall provide human resource development programs, workshops, and
courses covering communication skills, performance management, and employee
engagement. It shall offer customized solutions and ongoing support, and provide
consultancy in business management, strategic planning, organizational
restructuring, efficiency, finance, etc. and shall also provide services tailored to
client needs in technical and soft skills development across various industries.
Furthermore, the company shall operate as a staffing agency, including providing
employees to domestic and international companies, and recruiting personnel on
behalf of domestic and international firms, ensuring that all placements meet the
specific requirements of the client organizations etc.
To attain the business objectives, the company may engage in partnerships, joint
ventures, or amalgamations with any other companies. It may take over other
companies and secure loans from banks or other financial institutions in a manner
deemed fit by the company. Additionally, the company is authorized to mortgage
its property and assets as securities for loans and or credit facilities provided to
any associate company, companys, or third parties. It may also give guarantees
securing the liabilities of such associate companies or third parties as necessary to
support the companys business objectives.
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.
5
6
7
8
9
IV. The liability of the members of the company is limited by shares
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 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.
V.
This document is digitally signed. Please find the soft copy to verify the signature.
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.
Name : Takashi Kawasaki
Name : Risa Yamanaka
Name : Takiko Honda
Father's Name : Kiyoshi Kawasaki
Mother's Name : Minoru kawasaki
Address : 3-1 kaminishiyama-machi, Nagasaki-
shi, Nagasaki, Japan, N/A
Date of Birth : 10-AUG-46
E-mail : takashi-kawasaki@metrobooks.co.jp
Phone : +81-90-3198-3737
TIN : 0
NID/Passport No. : TR4103176
Nationality : Japanese
Father's Name : Masayoshi Yamanaka
Mother's Name : Midori Yamanaka
Address : 4-12-3f Nigiwai-Machi, Nagasaki-Shi,
Nagasaki, Japan, N/A
Date of Birth : 20-DEC-78
E-mail : risa-yamanaka@metrobooks.co.jp
Phone : +81-80-6746-5069
TIN : 0
NID/Passport No. : TZ1170771
Nationality : Japanese
Father's Name : Matsuyoshi Honda
Mother's Name : Setsuko Honda
Address : 3-6-902 Goto-Machi, Nagasaki-
Shi,Nagasaki, Japan, N/A
Date of Birth : 26-JAN-67
E-mail : honda@metrobooks.co.jp
Phone : 81-80-1710-9114
TIN : 0
NID/Passport No. : TT4978081
Nationality : Japanese
Chairman
Managing
Director
Director
47500
( Forty
Seven
Thousand
Five
Hundred
shares)
500
( Five
Hundred
shares)
2000
( Two
Thousand
shares)
1
2
3
sd/-
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Rabbiul Alam Rafi Saori Fujimoto
House-67 (Level-8), Road-4, Block-
C, Banani, Dhaka1213
Phone : 01633309058
NID : 1006846966
House-67 (Level-8), Road-4, Block-C,
Banani, Dhaka1213
01979433866
TZ2195235
Phone :
NID :
Name :
Address:
This document is digitally signed. Please find the soft copy to verify the signature.
THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
ARTICLES OF ASSOCIATION
OF
METRO COMPUTER BANGLADESH Co., Ltd.
1.
2.
3.
4.
5.
The Regulations contained in the Schedule-1 of the Companies Act of 1994 shall
apply to this Company with respect to such provisions as they are applicable to a
Private Limited Company, so far only as they are not negated or modified by or as
are not contained in the following Articles or any other Articles that may, from time
to time be framed by the Company in a General Meeting or by any statute.
In these Articles unless the context otherwise required the words or expressions
defined or explained in the Companies Act, 1994, shall have the same meaning
assigned to them respectively when used in relation to this Articles and as and
when used in relation to the said Companies Act and in particular and without
prejudice to the generality of the said provisions, the word importing the singular
number shall include plural number and vice versa and the word importing masculine
gender shall include feminine gender and the word importing person shall include
body corporate.
The Company is a Private Limited Company within the meaning of Section 2(1) under
clause (q) of the Companies Act, 1994 and accordingly the following shall apply: -
a. No invitation shall be issued to the public to subscribe for any share or debenture
of the Company.
b. The number of Members of the Company (exclusive of the persons who are in the
employment of the Company) shall be limited to fifty only: Provided that, when two
or more persons hold one or more shares jointly in the Company, they will be treated
as a single member: and
c. The right to transfer of shares of the Company is restricted in the manner and to
the extent
hereinafter provided.
The Company shall be entitled to commence business from the date of its
incorporation.
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
powers to increase and reduce the capital of the Company for the time being in
accordance with the provisions of the Companies Act, 1994.
The joint holders of shares shall be individually as well as jointly liable for the
payment of any call or installment due in respect of the share held by them. The
Directors may, from time to time, make call upon the members in respect of any
money remaining unpaid on the shares held by them. No call shall be less than
twenty five percent of the nominal value of the share and each member shall,
subject to receive fourteen days¿ notice specifying the time and place of payment,
pay to the Company the amount called on his share at the time and place so
specified in the notice. If the requirement of the notice as aforesaid is not complied
PRELIMINARY
PRIVATE COMPANY
SHARE CAPITAL
CALL ON AND FORFEITURE
A LIMITED BY SHARES
This document is digitally signed. Please find the soft copy to verify the signature.
6.
7.
8.
9.
10.
11.
with, any share in respect of which the notice has been given may at any time
thereafter be forfeited by a resolution of the Board of Directors.
Every person whose name is entered in the Register of Members shall be entitled to
one or more share certificates to be issued under the common seal of the Company,
specifying the number of share or shares and denoting number of shares held by him
and the amount paid up thereon, provided that in respect of share or shares held by
several persons jointly the Company shall not be bound to issue more than one
certificate and the delivery of such certificate to one of the several joint holders,
preferably to the one whose name stands first in the Register of Members shall be
sufficient delivery to all. If a share certificate is defaced, lost or destroyed it may
be re-issued on such terms and conditions as the Directors may think fit.
The share of the Company shall be transferred in the usual common form or in any
other form as may be approved by the Directors. The instrument of transfer of any
share of the Company shall be executed both by the transferor and the transferee
and lodged at the registered office of the Company along with the share certificate.
The transferor shall be deemed to remain as the holder of this Share until the name
of the transferee is entered in the Register of Members.
The legal heirs, successors, executors, administrators or assignees of a deceased
sole holder of a share shall be the only person recognized by the Company having
any title of the share. Any person entitled to a share in consequence of death or
insolvency of a member shall, upon such evidence being produced as may be
required by the Directors, have the right to be registered as a member in respect of
that share. A member may, at any time subject to the approval of the Directors,
transfer any share to his wife, her husband, his or her sons, daughters, father,
mother, or brother.
The Directors may, with the sanction of any ordinary resolution of the Company
previously passed in a general meeting, increase its share capital by the issue of the
new shares. Such increase is to be of such amounts and to be divided into shares of
such respective value as the Company in general meeting may direct and if no
direction is given, then the increase shall be as the Directors think fit.
The Directors may, from time to time, borrow from any source any sums of money
required for the purpose of the Company and raise and secure the payment of such
money in such manner and upon such terms and conditions in all respects as they
may think fit and in particular, by the issue of shares or by making, drawing,
accepting or endorsing on behalf of the Company any promissory notes, bill of
exchange or by giving or issuing any of the securities of the Company or by the
creation of mortgage, charge of hypothecation all or any of the properties of the
Company both, present and future.
The First General Meeting of the Company shall be held within eighteen months from
the date of incorporation of the Company and thereafter once at least in every
calendar year at such time (not being more than fifteen months after the holding of
the last preceding general meeting) and places as may be decided by the Board of
Directors of the Company. The above-mentioned general meeting shall be called
SHARE CERTIFICATE
TRANSFER AND TRANSMISSION OF SHARES
INCREASE OF SHARE CAPITAL
BORROWING POWERS
GENERAL MEETING
This document is digitally signed. Please find the soft copy to verify the signature.
12.
13.
14.
15.
16.
17.
Annual General Meeting and other general meetings of the Company shall be called
extra-Ordinary General Meetings.
Clause 49 of Sehedule-1 shall apply with the condition that with the consent of all
the members entitled to receive notices of a particular meeting that a meeting may
be convened by such shorter notice and in such manner as those members may
think fit. The accidental omission to give any such notice to any member shall not
invalidate the meeting and the resolutions passed at such meeting.
2 (Two) present in person and entitled to vote shall form a quorum for any general
meeting of the Company. If, within half an hour from the time appointed for the
holding of a meeting of the Company, a quorum is not present, the meeting shall
stand adjourned to the same day in the next week at the same time and place as
the Directors may determine. No quorum shall be necessary at the adjourned
meeting.
On a show of hands, every member present in person and entitled to vote shall have
one vote, and upon a poll, every member present in person or by proxy or power of
attorney shall have one vote in respect of every share hold by him. On a poll, vote
may be given either personally or by a proxy or under a power of attorney or by a
person appointed under Section 86 of the Companies Act, 1994. A proxy must be a
member of the Company. No member shall be entitled to vote at any general
meeting unless all calls or other sums presently payable by him to the Company in
respect of the share held by him have been paid.
Unless Otherwise determined by the company in general meeting the number of
directors shall not be less than 2( Two ) and not more than 20( Twenty ).The
following persons shall be the first directors of the company unless anyone of them
voluntarily resigns the said office or otherwise removed therefrom under the
provisions of section 108(1) of the companies Act, 1994.
1. Takashi Kawasaki
2. Risa Yamanaka
3. Takiko Honda
The qualification of a Director shall be the holding of 500 (Five hundred) shares of
100/- each in his/ her own name and not jointly with other or others.
The remuneration of a Director shall be Tk. 500.00 (Tk. five hundred) only for each
meeting of the Board attended by him/ her. The Director shall be entitled to be paid
reasonable traveling expenses incurred by him/her whilst employed in the business of
the Company.
The business of the Company shall be managed by the Directors who may pay all
expenses incurred for the formation and registration of the Company and may
exercise all such powers of the Company as are not forbidden by the Companies
PROCEEDING AT GENERAL MEETING
QUORUM (AGM)
VOTE OF MEMBERS
DIRECTORS
QUALIFICATION SHARES
POWER OF DIRECTORS
This document is digitally signed. Please find the soft copy to verify the signature.
18.
19.
20.
21.
22.
Act, 1994 or any statutory modification or re-enactment thereof for the time being
in force or by the Articles required to be exercised by the Company in general
meeting, subject nevertheless to any regulation being not inconsistent with the
aforesaid regulations or provisions as may be prescribed by the Company in general
meeting. But no regulations made by the Company in general meeting shall invalidate
any prior act or acts of the Directors which would have been valid if that regulation
had not been made.
The office of a Director shall be vacated if the Director:
a. Fails to obtain the time as specified under Section 97 (a) of the Companies Act,
1994 or at any time thereafter ceases to hold the share qualification necessary for
his/her appointment: or
b. If found to be a person of unsound mind by a court of competent Jurisdiction: or
c. If an adjudged insolvent: or
d. Absent himself/herself from three consecutive meetings 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 Director: or
e. Voluntarily resigns from the office.
2 (Two) shall form the quorum of a Directors meeting. Any resolution or circular
signed by all the Directors shall be as valid and effectual as if it has been passed at
a meeting of the Directors duly called and constituted.
The Directors may at any time call a meeting of the Board of Directors. They may
also elect one of them to be the Chairman of the Company in a vacant post. All acts
done at a meeting of the Directors shall, notwithstanding that it was afterwards
discovered that there was some defects in the appointment of such Directors or
that they or any one of them were disqualified to be a Director be as valid and
effectual as if every such person had duly been appointed and was duly qualified to
be a Director provided that nothing herein contained shall be deemed to give validity
to any act done by such Director or person acting as aforesaid after it has been
shown that there was some defect in his appointment or that they or any one of
them were disqualified to be Director.
Takashi Kawasaki shall be the First Chairman of the company. He shall hold the
office for a period of 5 (Five) years or he resigns voluntarily or disqualified under the
provision of the Companies Act. 1994. The Chairman of the Company shall preside
over all General Meeting as well as Board of Directors Meeting.
Risa Yamanaka shall be the first Managing Director of the Company for 5 (Five)
years from the date of incorporation of the Company and shall hold his position until
he resigns voluntarily or otherwise becomes disqualified under provision of Section
108(1) of the Companies Act, 1994.
DISQUALIFICATION OF DIRECTORS
QUORUM (Board Meeting)
CHAIRMAN
MANAGING DIRECTOR
This document is digitally signed. Please find the soft copy to verify the signature.
23.
24.
25.
26.
Subject to the direct control and supervision of the Board of Directors, the Chairman
& Managing Director shall have the following powers:
a. To manage the business and all other affairs of the Company, to appoint and
employ officers, clerks, servants and day laborers for the Company and to remove or
discharge them and appoint others and to pay the salary, remuneration and wages
to the persons so employed and also to pay the preliminary expenses and other
expenses for the formation and registration of the Company.
b. To borrow or raise money by way of loans or overdrafts or by the creation of
mortgage, charge of hypothecation or otherwise and on such terms and conditions
as he may think fit and to sign, execute, seal and deliver necessary documents for
securing the loan approve by the Board of Directors.
c. To demand, sue for, realize and recover all dues, claims, demand, damages and
compensations due and payable to the Company and to take proceedings, civil,
criminal, revenue or otherwise and whether original or appellate.
d. To purchase or otherwise acquire for the Company any land, building, office,
goodness, licenses, rights, privileges, concessions, plant, machineries, goods,
equipment and utensils as may be required by the Company and at such
consideration and on such terms and conditions as he may think fit.
e. To open branch office of the Company in Bangladesh or in any other foreign
country as he may think necessary and also to close the same.
f. To sign bills, vouchers, certificates, deeds, agreements, promissory notes, and
any other negotiable or transferable instruments.
g. To settle compound, submit to arbitration, compromise and withdraw any suits,
accounts, claims and demands whatever whether arising from any legal proceedings
or not.
h. To invest the reserve fund of the Company and to dispose of same in such
manner.
i. To delegate all or any of his powers to any Director, Manager, Secretary, Agent,
Accountant, Assistant or other officer of the Company as he may from time to time
deem fit.
j. To present for registration before the District Registrar, Sub-Registrar or any
other registering authority and deed of document executed by the Chairman or any
other Director if so, authorized by the Board of Directors in that behalf and to admit
execution thereof and also to present for registration before any registering
authority and deed or document executed in favor of the Company and generally to
do all other acts and things in that behalf.
k. To give donations and subscriptions to any charitable, benevolent, religious,
social and cultural objects.
POWER OF CHAIRMAN AND MANAGING DIRECTOR
This document is digitally signed. Please find the soft copy to verify the signature.
27.
28.
29.
30.
31.
32.
l. To sign and verify plaints, written statements, petitions, applications and
authorizing legal
practitioners to act for and on behalf of the Company before all courts, civil,
criminal, revenue or otherwise and generally to do all other acts and things may be
necessary from time to time in connection with the business of the Company in
different department under the Government and any other public or private offices.
The company shall open Bank Account(s) with any Scheduled Bank(s) and shall
operate the same under the signature of the Managing Director of the Company until
and unless it is decided otherwise in a Board meeting attended by the all Directors.
When a notice is sent by post, the service of the notice shall be deemed to have
been effected by properly addressing, prepaying and posting the letter containing
the notice, unless contrary is proved, to have been effected at the time at which
the notice would be delivered in the ordinary course of post. A notice may be given
by the Company to any member either personally or by sending the same by post to
him of his registered address by advertisement in the local newspaper, circulating in
the neighborhood of the registered office of the Company.
The Company in Annual General Meeting may declare a dividend but no dividend shall
exceed the amount recommended by the Directors and no dividend shall be paid
otherwise than out of the profits of the Company for the year or from any other
undistributed profit and no dividend shall carry any interest as against the Company.
The Directors may from time to time pay the members such interim dividends as
they think fit and reasonable. The Directors may create reserve fund out of profits
of the Company and they shall have the absolute authority as to the employment of
the reserve fund by way of capitalization or otherwise.
The Company in general meeting may resolve that any money, investments or other
assets forming part of the undistributed profit of the Company and standing to the
credit of the reserve fund or in the hands of the Company and available for dividend,
be capitalized and distributed among such of the shareholders as would be entitled
to receive the same if distributed by way of dividend and in the same proportion on
the footing that they become entitled there to as capital and that all or any part of
such capitalized fund be applied on behalf of the shareholders in paying up in full
any un-issued shares, debenture or debenture stock of the Company which shall be
distributed accordingly or in or towards the payment of the uncalled liability on any
issued share and that such distribution or payment shall be accepted by the
shareholders in full satisfaction of their interests in the said capitalized sum.
An auditor or auditors shall be appointed by the Company and their duties shall be
regulated in accordance with the provisions of Sections 210 to 213 of the
Companies Act, 1994. Every account, when audited and signed by the Auditors and
Directors and approved at a general meeting, shall be conclusive unless, so far as
any error is discovered therein before the audit of the next successive year¿s
accounts. Whenever such an error is discovered, the same shall forth with be
rectified.
BANK ACCOUNT
NOTICE
DIVIDEND AND RESERVE
CAPITALIZATION OF THE RESERVE
ACCOUNTS AND AUDIT
INDEMNITY
This document is digitally signed. Please find the soft copy to verify the signature.
33.
34.
35.
36.
The Directors, Managing Director, Manager and any other officers of the Company
shall be indemnified for all losses and expenditure incurred by them in the faithful
discharge of their respective duty, except his willful acts, neglects or defaults and it
shall be the duty of the Company to pay out of the funds of the Company in cash all
losses and expenditure incurred by the Directors, Managing Director, Manager or
other officers of the Company. The amount for which the indemnity has been
provided shall immediately attach a lien on the property of the Company and shall
have priority over all other claims.
The Directors, Manager, Secretary, Officer, Auditors, Agents or other person
employed in the business of the company shall have to observe (by signing a
declaration form) strict secrecy respecting all matters which may come to his/ her
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.
Any dispute arising among the Directors themselves or between members and the
Board of Directors and to the true interpretation of this articles or the implication
thereof shall be referred to the Arbitration. Arbitration will be dealt and settled
under the Arbitration Act, 2001.
36 If the Company shall be wound up and the assets available for distribution among
the members as such shall be insufficient to repay the whole of the capital paid up
such deficit shall be borne by the members in proportion to the capital paid up or
which ought to have been paid up at the commencement of the winding up on the
shares held by them respectively. If in a winding up the assets available for
distribution among the members shall be more than sufficient to repay the whole of
the capital paid up at the commencement of the winding up the excess shall be
distributed among the members pro rata.
SECRECY
ARBITRATION
WINDING UP
This document is digitally signed. Please find the soft copy to verify the signature.
We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Articles of Association and we
respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
Name : Takashi Kawasaki
Name : Risa Yamanaka
Name : Takiko Honda
Father's Name : Kiyoshi Kawasaki
Mother's Name : Minoru kawasaki
Address : 3-1 kaminishiyama-machi, Nagasaki-
shi, Nagasaki, Japan, N/A
Date of Birth : 10-AUG-46
E-mail : takashi-kawasaki@metrobooks.co.jp
Phone : +81-90-3198-3737
TIN : 0
NID/Passport No. : TR4103176
Nationality : Japanese
Father's Name : Masayoshi Yamanaka
Mother's Name : Midori Yamanaka
Address : 4-12-3f Nigiwai-Machi, Nagasaki-Shi,
Nagasaki, Japan, N/A
Date of Birth : 20-DEC-78
E-mail : risa-yamanaka@metrobooks.co.jp
Phone : +81-80-6746-5069
TIN : 0
NID/Passport No. : TZ1170771
Nationality : Japanese
Father's Name : Matsuyoshi Honda
Mother's Name : Setsuko Honda
Address : 3-6-902 Goto-Machi, Nagasaki-
Shi,Nagasaki, Japan, N/A
Date of Birth : 26-JAN-67
E-mail : honda@metrobooks.co.jp
Phone : 81-80-1710-9114
TIN : 0
NID/Passport No. : TT4978081
Nationality : Japanese
Chairman
Managing
Director
Director
47500
( Forty
Seven
Thousand
Five
Hundred
shares)
500
( Five
Hundred
shares)
2000
( Two
Thousand
shares)
1
2
3
sd/-
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Rabbiul Alam Rafi Name : Saori Fujimoto
House-67 (Level-8), Road-4, Block-
C, Banani, Dhaka1213
Phone :
NID :
01633309058
1006846966
Address: House-67 (Level-8), Road-4, Block-C,
Banani, Dhaka1213
01979433866
NID : TZ2195235
Phone :
Government of the People's Republic of Bangladesh
National Board of Revenue
Taxpayer's Identification Number (TIN) Certificate
TIN : 613473233196
This is to Certify that METRO COMPUTER BANGLADESH Co., Ltd. is a Registered Taxpayer of National Board
of Revenue under the jurisdiction of Taxes Circle-310 (Company) , Taxes Zone 15, Dhaka .
Taxpayer's Particulars :
1) Name : METRO COMPUTER BANGLADESH Co., Ltd.
2) Registered Address/Permanent Address : Mt-107, 8th floor of A. R. Tower, 24 Kemal Ataturk Avenue,
Banani C/A, Dhaka-1213, Dhaka, Bangladesh
3) Current Address : Mt-107, 8th floor of A. R. Tower, 24 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213,
Dhaka
4) Previous TIN : Not Applicable
5) Status : Company
Date : December 15, 2024
Please Note:
1. A Taxpayer is liable to file the Return of Income under
section 166 of the Income Tax Act, 2023.
2. Failure to file Return of Income under Section 166 is
liable to-
(a) Penalty under section 266; and
(b) Prosecution under section 311 of the Income Tax
Act, 2023.
Deputy Commissioner of Taxes
Taxes Circle-310 (Company)
Taxes Zone 15, Dhaka
Address : Ridge Ahmed Square (9th Floor), 50/1, VIP Road,
Naya Paltan, Dhaka-1000. Phone : 48318274
N. B: This is a system generated certificate and requires no manual signature.