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ARTICLES OF ASSOCIATION
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A. General Information Help
1. Name of the Entity : Nippon Signal Bangladesh Private Limited
2. Entity Type : Private Company
3. Registration No :
4. RJSC Office : Dhaka
B. Please enter AOA information correctly Help
Clause Title ACCOUNTS AND AUDIT
Add Clause 28
Add Clause 28
Articles of Association
PRELIMINARY
1.
EDIT
The Regulations contained in the Schedule- 1 of the Companies Act
(XVIII Act of 1994) as applicable to Private Limited company, shall
apply to this Company with regard to such provisions as are not
negative 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.
INTERPRETATION
2.
EDIT
In the construction of these Articles unless inconsistent with the
context the singular shall include the plural and the masculine shall
include the feminine and vice versa and the following words and
expressions shall have the following meanings: Article means these
Articles of Association, Capital means the share capital for the time
being raised, or authorized to be raised, for the purpose of the
Company and subject as aforesaid and unless the context otherwise
requires words or expressions contained in these articles, shall bear
the same meaning as in the Act in force at the date at which these
articles become binding on the Company.
PRIVATE COMPANY
3.
EDIT
The Company is a private company within the meaning of clause (q) of
section 2(1) of the Companies Act 1994 and accordingly: (i) No
invitation shall be issued to the public to subscribe for any share or
debenture of the Company; (ii) The number of the members of the
Company (exclusive of the persons in the employment of the
Company) shall be limited to fifty, provided that for the purpose of this
provision where two or more persons held one or more shares jointly
in the Company, they shall be treated as a single member; and (iii)
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The right to transfer the shares of the Company shall be restricted in
the manner hereinafter provided.
SHARE CAPITAL
4.
EDIT
The Authorized Share capital of the Company is Tk. 35,00,00,000.00
( BDT Thirty Five Crore Only ) only divided in 35,00,000 ( Thirty
Five Lac ) ordinary shares of Tk. 100.00 (BDT One Hundred Only )
each. The Authorized Share capital of the Company is Taka
35,00,00,000.00 (Thirty-Five Crore Taka) divided into 35,00,000
(Thirty-Five Lac) Ordinary Shares of Taka 100/= (One Hundred) each
with the power to increase and reduce the capital and to divide the
shares in the capital for the time being into several classes and to
attach thereto respectively any preferential, deferred, qualified, or
special rights, privileges or conditions as may be determined upon by
or in accordance with the regulations of the Company, and to modify
or abrogate any such rights, privileges or conditions in such manner as
may for the time being be provided by the regulations of the
Company.
SHARE CERTIFICATE
5.
EDIT
The certificate of title of shares and duplicate thereof, whenever
necessary, shall be issued to the members under the common seal of
the Company and shall be signed jointly by the Managing Director and
any other Directors as determined by the Board of the Company. Any
two or more joint holders of shares for the purpose of these Articles
shall be treated as a single member and the certificate in respect of
any such shares shall, unless authorized by all the joint holders in
writing be delivered to the person first named in the register. If any
certificate is worn out, destroyed, defaced or lost, a new certificate
may be reissued in lieu thereof on such terms and on such indemnity
as the Board of Directors may think fit.
TRANSFER AND TRANSMISSION OF SHARES
6.
EDIT
(i). Except as otherwise expressly permitted hereunder, no share of
the Company nor any interest therein shall be transferred, pledged,
hypothecated, sold, assigned, or in any way encumbered by any party,
unless such share shall have first been offered in writing for sale to the
rest two parties. (ii). Notwithstanding anything contained in this
Articles, such share shall have first been offered in writing for sale to
the rest two parties. Within Sixty (60) days after delivery of such offer
of sale, the offeree shall accept or reject such offer in writing. In the
event of such offer being rejected, or in the event of no written
acceptance or rejection being sent by the offeree, the offer or shall be
free to transfer or otherwise dispose of such shares to others within
thirty (30) days after the notice of rejection is received or after the
expiration of the above Sixty (60) days period.
ALTERATION OF CAPITAL
7.
EDIT
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, by special resolution, reduce its shares capital in any manner and
subject to any incident authorized and consent required by law.
BORROWING POWERS
8.
EDIT
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 any 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 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 perpetual or
terminable and with or without a trust deed charged upon all or any
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part of the property of the Company (both present and future)
including its uncalled capital for the time being.
GENERAL MEETING
9.
EDIT
There shall be at least one ordinary general meeting to be called the
Annual General Meeting every year. It should be held every 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
Annual General Meeting of the Company. The first General Meeting
shall be held within 18 months from the date of its incorporation. The
above meeting shall be called Annual General meeting and all other
meetings of the members of the company shall be called Extra-
ordinary General Meeting and presided over by the Chairman of the
company and in his absence by any of the Directors of the Board as
may be decided.
PROCEEDING AT GENERAL MEETING
10.
EDIT
Subject to the provisions of Section 87(2) of the Companies Act, 1994
related to special resolutions at least twenty-one days’ notice from the
date of posting of the notice specifying the place the date and hour of
the general meeting shall be given 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 think fit.
QUORUM (AGM)
11.
EDIT
2 ( Two ) At least 2 (Two) members either physically or by proxy
present will form the quorum for transacting any business at any
General Meeting.
QUORUM (Board Meeting)
12.
EDIT
2 ( Two ) At least 2 (Two) members 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.
VOTE OF MEMBERS
13.
EDIT
Any matter which requires a general resolution of shareholders
meeting under the Act shall be validly passed at any Shareholders’
Meeting where the resolution has been approved by the majority of
the votes of the Shareholders present at the Shareholders’ Meeting
personally or through their respective proxies or authorized
representatives. Any matter which requires a special resolution of
shareholders meeting under the Act shall be validly passed at any
Shareholders’ Meeting where the resolution has been approved by
three-fourths or more of the votes of the Shareholders present at the
Shareholders’ Meeting. Notwithstanding any other provision herein,
any resolution at Shareholder’s Meeting shall be made by poll based
on the voting right attached to the Shares, not by showing of hands.
DIRECTORS
14.
EDIT
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 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. AKIFUMI YOSHIDA (Nominee Director of Nippon Signal Co.,
Ltd.)
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2. KUNIHARU ZUSHI (Nominee Director of Nisshin Electronics
Service Co., Ltd.)
3. HIDEO OSHIMA (Nominee Director of Nippon Signal Co.,
Ltd.)
QUALIFICATION SHARES
15.
EDIT
The qualification of a Director shall be holding in his/ her own name at
least 100 (One Hundred) shares of the nominal value of Tk. 100/-. In
case of Nominee Director or Representative Director Qualification is
not required.
POWER OF DIRECTORS
16.
EDIT
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 to the Board by co-option so that the
total number of Directors shall not at 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 state 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.
ALTERNATE DIRECTOR
17.
EDIT
The Board of Directors may appoint an Alternate Director to act for
Director (hereinafter called “the Original Director”) during his absence
for a period of not less than three months from the state in which the
meetings of the Board are ordinarily held. An Alternate Director
appointed under this Article shall not hold office as such for a period
longer than that permissible to the Original Director and shall vacate
office if and when the Original Director returns to that state, if the
terms of office of the Original Director is determined before he so
returns to that state, any provisions in the Act or in these Articles for
the automatic reappointment of retiring Directors in default of another
appointment shall apply to the Original Directors and not to the
Alternate Director.
CHAIRMAN
18.
EDIT
HIDEO OSHIMA (Nominee Director of Nippon Signal Co., Ltd.)
shall be the first Chairman of the Company for a period of 05 (Five)
years from the date of Incorporation of the Company. He may
voluntarily resign from the post. In case of vacancy the Directors may
appoint a new Chairman amongst themselves in a meeting and
resolution taken by the Board of Directors. Remuneration and other
facilities of the Chairman shall also be determined by the Board of
Directors from time to time.
MANAGING DIRECTOR
19.
EDIT
AKIFUMI YOSHIDA (Nominee Director of Nippon Signal Co.,
Ltd.) shall be the first Managing Director of the Company for a period
of 05 (Five) years from the date of Incorporation of the Company. He
shall perform such functions and exercise such powers as may be
decided by the Board of Directors. The Managing Director shall be a
member of the Board but not be subject to retirement by rotation.
Retirement of the Managing Director shall be as per the Act. The Board
of Directors may remove the Managing Director if needed in the
interest of the company by passing a resolution.
POWER OF MANAGING DIRECTOR
20. Subject to the provision of the Act the day to day operations,
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EDIT
Management and Administration of the Company shall be in the hands
of the Managing Director in accordance with the terms of their
respective contracts or in such other manner and to such extent as the
Directors may from time to time decide.
BANK ACCOUNT
21.
EDIT
The Company shall open Bank Account with any schedule Commercial
Bank/Foreign Bank or Financial Institutions and shall be operated as
per decision by the Board of Directors of the company from time to
time.
ADVISOR
22.
EDIT
The Board of Directors may from time to time appoint any suitable and
acceptable person(s) as Advisor of the Company and fix up their
remuneration.
NOTICE
23.
EDIT
When a notice is sent by registered post, service of the notice shall
deem to be effectual by properly addressing, prepaying and posting a
letter containing the notice and unless the contrary is proved to have
effect at the time which the letter would deliver by post and Regulation
no 113 to 117 of the schedule shall apply. Notice sent by e-mail or any
other electronic way to the such registered address also counts as
properly service of notice as required by the act.
DIVIDEND AND RESERVE
24.
EDIT
The Company at its General Meeting may declare dividends, but no
dividend shall be 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 the 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 justified by
the profits of the Company.
SECRECY
25.
EDIT
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.
The Chairman, Managing Director, Director, Advisor, Manager,
Secretary, Auditors, Accountants, Officers, Agents 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 comply with any provision of the law or in these
presents.
ARBITRATION
26.
EDIT
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
made, done or omitted in regard to the rights and liabilities arising
hereunder or arising out of the regulation existing between the parties
by reasons 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.
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WINDING UP
27.
EDIT
Delete
Clause
27
If the Company is wounded up the surplus assets (subject to any
rights attached to 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 company be indemnified
out of the assets of the Company from and against all or any act done
or omitted in or about the bonafide execution of their duty.
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