10/12/22, 10:34 AM RJSC:Memorandum of Association
https://app.roc.gov.bd/psp/reg_moa_aoa_prn?p_track_no=2022094672300&p_entry_mode=2&p_office_id=1&p_user_id=134307 1/2
THE COMPANIES ACT, 1994
( ACT XVIII OF 1994 )
( A PRIVATE COMPANY LIMITED BY SHARES )
MEMORANDUM OF ASSOCIATION
OF
Nippon Signal Bangladesh Private Limited
I. The name of the Company is Nippon Signal Bangladesh Private Limited
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 the Objects will
be implemented after obtaining necessary permission from the Government /concerned authority
/competent authority before commencement of the business):
1. To provide mobility solutions for achieving safe and comfortable transportation, for:(i)Rail
solutions:To undertake the importexport, design, procurement, assembly, manufacture, sale,
installation, construction, repair, and maintenance of:(a) railway signaling systems include but not
limited to automatic train supervision system, communication-based train control system, automatic
train protection system, centralized traffic control device, programmed route control, integrated
traffic control system, interlocking system, train detection system, field equipment, brake shoe,
information board, alarm, signal relay, telecommunication system, disaster prevention information
system, remote monitoring system, and other equipment, accessories, components, and materials,
thereof
2. (b) automatic fare collection systems including but not limited to automatic passenger gate,
automatic ticket vending machine, automatic fare adjustment machine, central clearing house
system, central computer, station computer, add value machine, ticket office machine and other
equipment, accessories, components, and materials, thereof and (c) platform screen door system,
sensors, robot, and other equipment, accessories, components and materials, thereof.
3. (ii) Road solutions: To undertake the importexport, design, procurement, assembly, manufacture,
sale, installation, construction, repair, maintenance of: (a) smart mobility systems including but not
limited to road traffic control system, traffic signal controller, traffic light, bus rapid transit system,
information board, emergency power supply, detectors and other equipment, accessories,
components and materials, thereof and (b) parking systems including but not limited to parking
control system, car gate, automatic casher terminal, pre-exit casher terminal, ticket issuing machine,
number plate recognition device, tire lock device and other equipment, accessories, components and
materials, thereof.
4. (iii) Security, sensing solutions and any other social infrastructure solutions:To undertake the
importexport, design, procurement, assembly, manufacture, sale, installation, construction, repair,
maintenance of:(a) security systems including but not limited to automatic security gates, body
communication system, IC tag system and other equipment, accessories, components & materials,
thereof. (b) sensors including but not limited to laser ranging image sensor, ground-penetrating
radar and other equipment, accessories, components and materials, thereof.(c) social infrastructure
equipment including but not limited to communication and transmission equipment, synthetic resin
moldings, OA equipment disaster prevention equipment, medical & healthcare equipment, robot, and
other electrical and electric equipment and machinery. (d) ticket office service, reception desk
service & cleaning service for stations, bus stops and any other transportation facilities and other
commercial buildings.
5. To provide technical advisory, technical support, consulting services, engineering service,
supervisory, personnel dispatch and to enter into joint ventures, licensing agreements, leasing
business, agency business and other support activities relating to above clauses in (i), (ii) and (iii).
6. 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 Bankother Financial Institutions in
such a manner as may company thinks fit.
7. To mortgage the property and assets of the company as securities for loans andor 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 andor third party.
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
10/12/22, 10:34 AM RJSC:Memorandum of Association
https://app.roc.gov.bd/psp/reg_moa_aoa_prn?p_track_no=2022094672300&p_entry_mode=2&p_office_id=1&p_user_id=134307 2/2
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.
IV. The liability of the members of the Company is limited by shares.
V. The Authorized Share capital of the Company is Tk. 350000000 ( BDT Thirty Five Crore Only ) divided in
3500000 ( Thirty Five 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.
Please print the bordered section below and then sign on the paper and finally upload the signed
scan copy of MOA and Form-IX as .zip format.
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 / 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.
Sl. No. Names, Addresses and description of subscribers No. of shares taken
by each subscriber Photo of Subscriber
Signature
of
Subscriber
1.
Name: Nippon Signal Co., Ltd. Represented By:
HIDEHIKO TSUKAMOTO
Address: 1-5-1, Marunouchi, Chiyoda-ku, Tokyo 100-
6513, Japan
Represented by :Represented By HIDEHIKO TSUKAMOTO
Father's Name:
Mother's name:
Date of Birth:
E-mail:
Phone:
Tin:
Nationality:
National Id:
2310000 shares
( Twenty Three Lac
Ten Thousand )
2.
Name: Nisshin Electronics Service Co., Ltd. Represented
By: TOSHIO TAKANO
Address: 1-5-1, Marunouchi, Chiyoda-ku, Tokyo 100-
6513, Japan
Represented by :Represented By TOSHIO TAKANO
Father's Name:
Mother's name:
Date of Birth:
E-mail:
Phone:
Tin:
Nationality:
National Id:
990000 shares
( Nine Lac Ninety
Thousand )
Total 3300000 shares (
Thirty Three Lac )
Witness 1: : Witness 2: :
Name : SEIGO HAYASHI Name : AYA GUNASEKARA
Address : 37, Ichigaya-koracho, Shinjuku-ku,
Tokyo, Japan. Address : 7-1, Agatahigashi, Nichinan-shi,
Miyazaki, Japan.
Phone : +81-90-5422-0913 Phone :
National Id : National Id : +81-80-7722-8148