Draft Articles of Association

THE COMPANIES ACT, 1994 ( ACT XVIII OF 1994 ) (A PRIVATE COMPANY LIMITED BY SHARES ) ARTICLES OF ASSOCIATION OF MURATA MACHINERY BANGLADESH LTD. PRELIMINARY 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 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 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) The right to transfer the shares of the Company shall be restricted in the manner hereinafter provided. SHARE CAPITAL The Authorized Share capital of the Company is Tk. 4,00,00,000 (BDT Four core) only divided into 400000 (Four Lac) ordinary shares of Tk. 100 (BDT One Hundred Only) each with power to increase or reduce the capital and to divide the share capital into different classes and to attach thereto any special right or privilege or condition as regard dividends, repayment of capital, voting or otherwise or to consolidate or sub-divide the shares. SHARE CERTIFICATE 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 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 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 to be determined by the Board of Directors at their discretion. The procedure ascertaining whether any member is willing to purchase any share shall be determined by the Board of Directors at their discretion. 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, by special resolution, reduce its shares capital in any manner 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 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 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 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 the meeting 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 Subject to the provisions of Section 87(2) of the Companies Act, 1994 related to special resolutions 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 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) 2 (Two) members either physically or by proxy present will form quorum for transacting any business at any General meeting. QUORUM (Board Meeting) 2 (Two) members present in person and qualified to vote shall form a Quorum for transacting any business. VOTE OF MEMBERS On a show of hands every member present in person shall have one vote and upon a poll every member present in person or by proxy or attorney shall have one vote for every share held by him. On a poll, votes may be given either personally or by attorney or by representative with a letter of authorization. DIRECTORS Until otherwise determined by the Company in General Meeting the number of Directors shall not be less than 02 (Two) and not more than 10 (Ten ). The following persons shall be the first Directors of the Company unless any one of them voluntarily resigns the said office or otherwise removed their from under the provisions of Section 108(1) of the Companies Act, 1994. 1 ) Yasushi Takeda Nominee Director of Murata Machinery, Ltd. 2) Futoshi Miyamoto Nominee Director of Murata Parts Sales, Ltd. The qualification of a Director shall be holding in his/ her own name at least 1000 (One thousand) shares of the nominal value of Tk. 100/-. In case of Nominee director or representative director qualification is not required. 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 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. The Board of Directors shall provide for the safe custody the Companies 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 Companies business that may be entrusted to him/her by the Board. ALTERNATE DIRECTOR 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. CIRCULAR RESOLUTION A resolution or circular in writing signed by all the directors shall be as valid and effectual as if it had been passed at the meeting of the Board of Directors duly called and constituted. VIDEO CONFERENCE For the purpose of a meeting of the Board, a Director or his alternate may participate in a meeting of the Board by means of physical presence (preferably) or video conference and such participation shall constitute the presence of such Director and/ or his alternate and the proceedings of such meeting shall be minute and recorded as soon as practicable, in any event, not later than 7 days from the date of such meeting. DISQUALIFICATION OF DIRECTORS In provision of Section 108(1) and 94 (1) of the Companies Act, 1994, the office of the Directors shall be vacated if he/she. a) Fails to obtain within the time specified in provision of Section 97(1) of the Companies Act, 1994 or any time thereafter ceases to hold the share qualification necessary for his/her appointment, or b) He/ she is found to be a person of unsound mind by a court of competent jurisdiction, or c) He/ she is adjudged insolvent, or d) He/ 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) 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 Directors. f) Removed from the Directorship by an extra-ordinary resolution. CHAIRMAN Yasushi Takeda 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 Futoshi Miyamoto 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 Subject to the provision of the Act the day to day Operations, 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 The Company shall open Bank Account with any Commercial Bank/Private Bank or Financial Institutions and shall be operated as per decision by the Board of Directors of the company from time to time. ADVISOR The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of the Company and fix up his remuneration. NOTICE When a notice is sent by registered post, service of the notice shall deemed to be effectual by properly addressing, prepaying and posting a letter containing the notice and unless contrary is proved to have effect at the time which the letter would deliver by post and Regulation no 113 to 117 of schedule shall apply. ACCOUNTS AND AUDIT The Directors shall cause to be kept proper books of accounts as provided in Section 181 of the Companies Act, 1994. An Auditor shall be appointed and his or her or their duties regulated in accordance with Section 210 to 213 of the Companies Act, 1994 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. ANNUAL RETURNS The company shall comply with the provision of Section 36 of the Companies Act, 1994 as the making of annual returns. DIVIDEND AND RESERVE The Company and Annual 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 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. 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 it will be duty of the Directors to 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 of 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 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 If and whenever any difference shall arise 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 reason of these presents or of the statutes or any of them, such difference shall forthwith be referred to two Arbitrators, one to be appointed by each party and a third arbitrator may be chosen by the two Arbitrators, if deemed necessary, before entering on the consideration in accordance with the provisions of the Arbitration Act, 2001. WINDING UP 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 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 bonafied execution of their duty.