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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A LIMITED BY SHARES PRIVATE COMPANY
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
SKIBIDY ENTERTAINMENT
LTD.
Issue No. 623851 Date: 25/08/2026
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
MEMORANDUM OF ASSOCIATION
OF
SKIBIDY ENTERTAINMENT LTD.
I. The name of the company is SKIBIDY ENTERTAINMENT 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):
To establish, operate, manage, cafes, restaurants, coffee shops, food courts, and
themed entertainment spaces, including animation-themed cafés and cultural
experience centers and to engage in the preparation, processing, manufacturing,
serving, sale, import, export, and distribution of all kinds of food items, beverages,
coffee, bakery products, confectionery, snacks, and related consumables to do
franchise and provide catering, takeaway, and online food delivery services and to
act as dealers, agents, distributors, and suppliers of food-related products,
machinery, and hospitality services both domestically and internationally.
To carry on the business of real estate investment, development, and
management, including acquiring, purchasing, leasing, renting, constructing,
developing, improving, managing, selling, and otherwise dealing in land, buildings,
apartments, commercial spaces, studios, and other immovable properties in
Bangladesh and abroad to act as developers, promoters, agents, and consultants in
residential, commercial, and mixed-use projects to invest in real estate and
infrastructure ventures and to provide property management, leasing, and facility
management services.
To carry on the business of designing, manufacturing, sourcing, procuring,
processing, assembling, packaging, importing, exporting, distributing, and selling
merchandise and goods including apparel, garments, textiles, fashion items, toys,
collectibles, accessories, lifestyle products, souvenirs, consumer goods,
promotional items, printed materials, and character-related products to establish
and operate factories, production units, retail outlets, online stores, and franchise
operations to engage in buying house business and contract manufacturing,
subcontracting, for domestic and international clients to act as agents,
distributors, franchisees, and representatives of local and international brands
through both online and offline channels.
To establish, operate, and manage educational institutions including Japanese
language schools, training institutes, and educational centers for language,
animation, IT, and professional development to provide language training, cultural
education, and skill development programs to conduct courses, workshops,
certification programs to offer consultancy, training, and support services for
students and professionals seeking education, employment, or cultural exchange
opportunities, particularly in relation to Japan and creative industries and to carry
on the business of manpower supply, recruitment, outsourcing, and human
resource services, including sourcing, training, and deployment of skilled and
unskilled personnel for domestic and international employment, subject to applicable
laws and regulations.
To provide consultancy and advisory services in the fields of animation production,
media, IT, business management, and related areas to carry on general trading
business, including the import, export, purchase, sale, distribution, and supply of
goods, commodities, raw materials, machinery, software, IT product and services
of all kinds permissible under the laws of Bangladesh and to act as agent,
1
2
3
4
5
A LIMITED BY SHARES
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distributor, representative, or supplier for local and foreign companies.
To carry on the business of animation and media production in all forms, including
television anime, films, web series, digital and multimedia content and to undertake
activities such as planning, development, production, post-production,
broadcasting, streaming, and distribution through television, OTT platforms, online
and other channels to create, acquire, license, and exploit intellectual property
rights including audio-visual works, characters, and related content to act as
producer, coordinator, and project manager in media projects and to provide
related creative services including audio-visual production, dubbing, localization,
graphic design, visual effects (VFX), 3D animation, and organizing promotional and
entertainment events.
To develop, operate, and manage software, mobile applications, digital platforms,
websites, and online services related to media, entertainment, e-commerce, and
other business areas to carry on e-commerce business including online buying,
selling, marketing, and of goods and services to establish and operate offices,
studios, training centers, warehouses, café outlets, educational institutions,
manufacturing units, media production studios, and other facilities necessary for
the companys operations and to provide support services including marketing,
consultancy, research and development, quality control, logistics, supply chain
management, and IT-enabled services, as well as to undertake all lawful activities
incidental or conducive to the attainment of the above objects.
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.
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. 30000000 ( Three Crore ) divided
into 300000 ( Three 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.
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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.
Entity Name: SAETTA INC.
Name : Mr. Hisaya Takahara
Represented By: Mr. Hisayoshi Hirasawa
Address: BLDG. 3F, 4-33-5, Ogikubo, Suginami-
Ku, Tokyo, Japan
Father's Name : Yasuhisa Takahara
Mother's Name : Kazuko Takahara
Address : 6-22-4, Nakano, Nakano-ku, Tokyo,
Japan., N/A
Date of Birth : 25-JUN-88
E-mail : h.takahara@saetta.co.jp
Phone : ＋81-90-2064-7588
TIN :
NID/Passport No. : TM1409071
Nationality : Japanese
Share
Holder
Director
14718
( Fourteen
Thousand
Seven
Hundred
Eighteen
shares)
200
( Two
Hundred
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Kyo Hosoya Koji Abe
203, 882-1 Mogusa, Hino, Tokyo,
Japan.
Phone : ＋81-80-4331-8552
NID : TR5532500
1205, 1-6-2, Torigoe, Taito-ku, Tokyo,
111-0054, Japan.
＋81-90-5518-5169
TT6400177
Phone :
NID :
Name :
Address:
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
PRIVATE COMPANY
ARTICLES OF ASSOCIATION
OF
SKIBIDY ENTERTAINMENT LTD.
1.
2.
3.
4.
5.
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.
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.
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.
The Authorized Share Capital of the Company is TK. 30000000 ( Three Crore )
divided into 300000 ( Three Lac ) Ordinary Shares of TK 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.
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.
PRELIMINARY
INTERPRETATION
PRIVATE COMPANY
SHARE CAPITAL
SHARE CERTIFICATE
A LIMITED BY SHARES
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6.
7.
8.
9.
10.
11.
(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 other party/parties.
(ii). Notwithstanding anything contained in this Article, such share shall have first
been offered in writing for sale to the rest of the parties (Shareholders). Within
Fourteen (14) 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 Seven
(7) days after the notice of rejection is received or after the expiration of the above
fourteen (14) days period.
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.
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.
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.
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.
Meeting of Directors may be held at any place and time deemed convenient to them
to take place. The Directors may use electronic means of communication (Online
meeting/Video Conference) to conduct General Meetings, including providing notice,
TRANSFER AND TRANSMISSION OF SHARES
ALTERATION OF CAPITAL
BORROWING POWERS
GENERAL MEETING
PROCEEDING AT GENERAL MEETING
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12.
13.
14.
15.
16.
17.
sending proxy forms, and allowing electronic voting. The Directors may in need, hold
it's meeting through video conference using the online platform.
2 (Two) at least members either physically or by proxy present will form the quorum
for transacting any business at any General Meeting.
2 (Two) at least 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.
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.
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
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 has been paid.
The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorized in writing or if such appointer is a
corporation of the hand of its attorney. A proxy who is appointed for a specified
meeting only shall be appointed for a specified meeting only shall be called a special
proxy. Any other proxy shall be called General proxy. No person shall be appointed
as special proxy who is not a member of the company and qualification to vote.
A vote given in accordance with the terms of an instrument appointing a proxy shall
be valid notwithstanding the previous death or insanity of the principal or revocation
of the instrument or transfer of the share in respect of which the vote is given
provided no intimation in writing of the death, insanity revocation or transfer of the
share have been received at the office before the meeting. Provided nevertheless
that the Chairman of any meeting shall be entitled to require such evidence as he
may in his discretion think fit of the due execution of an instrument of proxy and
that the same has not been revoked.
QUORUM (AGM)
QUORUM (Board Meeting)
VOTE OF MEMBERS
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18.
19.
20.
21.
22.
23.
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 SKIBIDY
ENTERTAINMENT 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 regulation 68 of the
Table A.
Any person entitled under the transmission clause to the transfer of any share, may
vote at any general meeting in the same manner as if he were the registered holder
of such share provided that 72 hours at least before the time of holding the meeting
or adjourned meeting as the case may be at which he proposes to vote he shall
satisfy the Directors of his rights as transferee to such shares unless the Board of
Directors or the Managing Director shall have previously admitted his right to vote
as such meeting in respect thereof.
Unless Otherwise determined by the company in general meeting the number of
directors shall not be less than 2( Two ) and not more than 50( Fifty ).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. Mr. Hisayoshi Hirasawa Nominee Director of SAETTA INC.
2. Mr. Hisaya Takahara
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/- each. In case of Nominee
Director or Representative Director Qualification is not required.
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
DIRECTORS
QUALIFICATION SHARES
POWER OF DIRECTORS
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24.
25.
26.
27.
28.
29.
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 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.
Mr. Hisayoshi Hirasawa Nominee Director of SAETTA INC. shall be the first Chairman
of the company and he shall remain and hold the office for the period as decided by
the Board of Directors or as 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.
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.
The Company shall open Bank Account with any schedule Commercial Bank/Foreign
Bank or Financial Institutions and shall be operated as per the decision by the Board
of Directors of the company from time to time.
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.
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 such registered address also
counts as properly service of notice as required by the act.
ALTERNATE DIRECTOR
CHAIRMAN
POWER OF MANAGING DIRECTOR
BANK ACCOUNT
ADVISOR
NOTICE
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30.
31.
32.
33.
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 Shares 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.
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.
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.
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.
DIVIDEND AND RESERVE
SECRECY
ARBITRATION
WINDING UP
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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.
Entity Name: SAETTA INC.
Name : Mr. Hisaya Takahara
Represented By: Mr. Hisayoshi Hirasawa
Address: BLDG. 3F, 4-33-5, Ogikubo, Suginami-
Ku, Tokyo, Japan
Father's Name : Yasuhisa Takahara
Mother's Name : Kazuko Takahara
Address : 6-22-4, Nakano, Nakano-ku, Tokyo,
Japan., N/A
Date of Birth : 25-JUN-88
E-mail : h.takahara@saetta.co.jp
Phone : ＋81-90-2064-7588
TIN :
NID/Passport No. : TM1409071
Nationality : Japanese
Share
Holder
Director
14718
( Fourteen
Thousand
Seven
Hundred
Eighteen
shares)
200
( Two
Hundred
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
Kyo Hosoya Name : Koji Abe
203, 882-1 Mogusa, Hino, Tokyo,
Japan.
Phone :
NID :
＋81-80-4331-8552
TR5532500
Address: 1205, 1-6-2, Torigoe, Taito-ku, Tokyo,
111-0054, Japan.
＋81-90-5518-5169
NID : TT6400177
Phone :