Comparison between Current & New version of Article of Association
Company Act-1994 | Current Version (AOA) | New Version (AOA) | Content Changes | OPBコメント | セカンドオピニオン(東京コンサルテイングファーム) | タムラ本社確認 | TCF返答（12/7） | 質問 | 最終案
基本定款
1 | 会社名 | 会社名 | 変更する場合は最高裁判所の許可が必要のため変更に期間を要する？変更可能な箇所は3の事業目的38項目のみ。カセムは現状維持を提案。
2 | 会社住所 | 会社住所
3 | 事業の目的38項目 | 事業の目的38項目 | 目的をシンプル（減少）にしたい
4 | 株主の有限責任 | 株主の有限責任
5 | 授権株式数 | 授権株式数
6 | 発起人の氏名及び引受株式数 | 発起人の氏名及び引受株式数 | 原始定款のままだが、変更を機会に削除したい | 基本定款（Memorandum of Association）の内容については、高等裁判所からの承認が必要となります。 | この引受記載項目は削除できるか？会計士は基本定款の変更は高等裁判所承認事項のため時間がかかるということだが本当ですか？ | 基本定款（Memorandum of Association）の内容については、高等裁判所からの承認が必要となります。
附属定款 | PRELIMINARY | PRELIMINARY | PRELIMINARY | PRELIMINARY
1 | 01. The regulations contained in Schedule- 1 of the companies Act, 1994 with respect to such provisions as are applicable to Private Limited Companies shall apply so far only as they are not negative by or are not contained in the following Articles or any other Articles that may from time to time be framed by the company. | 01. The regulations contained in Schedule- 1 of the Companies Act, 1994 with respect to such provisions as are applicable to Private Limited Companies shall apply so far only as they are not negative by or are not contained in the following Articles or any other Articles that may from time to time be framed by the company. | No Change | 同左 The regulations contained in Schedule- 1 of the companies Act, 1994 with respect to such provisions as are applicable to Private Limited Companies shall apply so far only as they are not negative by or are not contained in the following Articles or any other Articles that may from time to time be framed by the company. | 01. The regulations contained in Schedule- 1 of the Companies Act, 1994 with respect to such provisions as are applicable to Private Limited Companies shall apply so far only as they are not negative by or are not contained in the following Articles or any other Articles that may from time to time be framed by the company.
INTERPRETATION | INTERPRETATION | INTERPRETATION | INTERPRETATION
2 | 02. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meanings as are in the Act or any statutory modifications thereof in force at the date at which these Articles become binding on the company. | 02. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meanings as are in the Act or any statutory modifications thereof in force at the date at which these Articles become binding on the company. | No Change | 定義は必要なのか？不要なら削除したい。 | 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: Company means OP- SEED CO. (BD) LTD., 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. INTERPRETATIONについては、上記の記載のみで、細かい定義は書かないケースが多いです。 | 02. 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: Company means OP- SEED CO. (BD) LTD., 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. INTERPRETATIONについては、上記の記載のみで、細かい定義は省略。
Unless there be something repugnant in the subject or context inconsistent therewith. | Unless there be something repugnant in the subject or context inconsistent therewith.
“The Act” means the Companies Act. 1994 | “The Act” means the Companies Act. 1994
“The Company” means OP- SEED CO. (BD) LTD. | “The Company” means OP- SEED CO. (BD) LTD.
Board of Directors or Board means the Board of Directors or the Directors for the time being of the company. | Board of Directors or Board means the Board of Directors or the Directors for the time being of the company.
“Chairman” means the Chairman for the time being of the company. | “Chairman” means the Chairman for the time being of the company.
“Managing Director” means the Managing Director appointed as such for the time being of the company. | “Managing Director” means the Managing Director appointed as such for the time being of the company.
“Director” Means a Director for the time being of the company. | “Director” means a Director for the time being of the company.
“The office “ Means the Registered Office for the time being of the company. | “The office" means the Registered Office for the time being of the company.
“Seal” means the common seal of the company. | “Seal” means the common seal of the company.
“Register” means the Register of members kept pursuant to Section 34 of the Act. | “Register” means the Register of members kept pursuant to Section 34 of the Act.
“Writing” and Writing include printing , lithography and other modes of representing or reproducing words in a visible from. | “Writing” and Writing include printing , lithography and other modes of representing or reproducing words in a visible from.
“Words” importing the masculine gender only include the feminine gender. | “Words” importing the masculine gender only include the feminine gender.
“Year” means financial year’ commencing from 1st July. “Month” means the calendar month. | “Year” means financial year’ commencing from 1st January to 31st December “Month” means the calendar month. | Changes Financial year
(iii) CONSTITUTION | (iii) CONSTITUTION | 左記、Private Comoanyにおいて記載
Public Limited Company | Private Limited Company | Private
Sec 2(1)(q): "private company" means a company which by its articles-- (i) restricts the right to transfer its shares, if any; (ii) prohibits any invitation to the public to subscribe for its shares or debenture, if any; (iii) limits the number of its members to fifty not including persons who are in its employment; Provided that where two or more persons hold one or more shares in a company jointly, the shall, for the purposes of this definitation be treated as a single member; Sec 2(1)(r): "public company" means a company incorporated under this Act or under any law at any time in force before the commencement of this Act and which is not a private company; | 3 | 03. The company is a Public Limited Company within the meaning of Section 2 (1) (r) of the Companies Act 1994: | 03. The company is a Private Limited Company within the meaning of Section 2 (1) (q) of the Companies Act 1994: | private | Private Company 同左 The company is a Private Limited Company within the meaning of Section 2 (1) (r) of the Companies Act 1994. | Private Company 03. The company is a Private Limited Company within the meaning of Section 2 (1) (q) of the Companies Act 1994.
(iv) SHARES | (iv) SHARES | Share Capital | Share Capital
Sec 6: Memorandum of company limited by sharees. In the case of a company limited by shares.- (a) the memorandum shall state.-- (i) the name of the company, with "limited" as the last word in its name; (ii) The address of the registered office; (iii) the objects of the company, and, except in the case of trading companies, the territories to which they extend; (iv) that the liability of the members is limited; (v) the amount of share capital with which the company proposes to be registered, and the divisions thereof into shares of a fixed amount; (b) each subscriber of the memorandum shall take at least one share; (c) each subscriber shall write opposite to his name the number of shares he takes. | 4 | 04. The authorized share capital of the company is Taka 200,00,00,000/- (Taka Two Hundred crore) only divided into 200,00,000 (Two Hundred laks) ordinary shares of Taka. 100/- (Taka one hundred) each with rights and privileges and conditions attached thereto as are provided by the Articles of Association of the company for the time being with power to increase or reduce the capital of the company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act, 1994 or provided by the Articles of Association of the company for the time being. | 04. The authorized share capital of the company is Taka 200,00,00,000/- (Taka Two Hundred crore) only divided into 200,00,000 (Two Hundred lakhs) ordinary shares of Taka. 100/- (Taka one hundred) each with rights and privileges and conditions attached thereto as are provided by the Articles of Association of the company for the time being with power to increase or reduce the capital of the company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act, 1994 or provided by the Articles of Association of the company for the time being. | No Change | 基本定款の５（授権株式数）と同じ内容なら削除したい。 | The Authorized Share capital of the Company is Taka 200,00,00,000/- (Taka Two Hundred crore)only divided into 200,00,000 (Two Hundred lakhs) ordinary shares of Taka 100/- (Taka one hundred) 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. | 04. The Authorized Share capital of the Company is Taka 200,00,00,000/- (Taka Two Hundred crore)only divided into 200,00,000 (Two Hundred lakhs) ordinary shares of Taka 100/- (Taka one hundred) 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.
Allotment of Shares | ALLOTMENT OF SHARES
Sec 151: Return as to allotment.-(1) Where a company having a share capital makes any allotment of its shares, the company shall within sixty days thereafter, file with Registrar the following documents, namely :-- (a) a return of the allotments, stating the number and nominal amount of the shares comprised in the allotment, the name address nationality and other descriptions of the allottees, and the amount, if any, paid or due and payable on each share, and (b) in the case of shares allotted as fully or partly paid up otherwise than in cash, the copies of the following agreements duly stamped and verified in the prescribed manner namely :- (i) vendor's agreement, that is the agreement which constitutes the title of the allotee to the allotment; and (ii) the contract of sale or service or to other consideration in respect of which the allotment was made; (c) the number and nominal value of the allotted shares referred to in clause (b); and (d) the deed of sale of any immovable property, if the consideration for allotment of shares referred to in clause (b) is sought to the paid by the allottee by way of transfer of such property. (2) Where a contract mentioned in sub-section (1) is not reduced to writing, the company shall, within one month after the allotment, file with the Registrar the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and these particulars shall be deemed to be an instrument within the meaning of the Stamp Act, 1899 (II of 1899) and the Registrar may, as a condition of filing the particulars, require that the stamp duty payable thereon be adjudicated under section 31 of that Act. (3) If the Registrar is satisfied that in the circumstances of any particular case the period of sixty days specified in subsection (1) and (2) for compliance with the requirements of these section is inadequate, he may, on an application made by the company before expirys of the sixty days, extend that period as he thinks fit, and if he does so, the provisions of subsection (1) and (2) shall have effect in that particular case as if for the extended period allowed by Registrar specified in those sub-sections. (4) If a company defaults in complying with the requirements of this section, every officer of the company who is knowingly a party to the default shall be liable to a fine not exceeding one thousand taka for every day during which the default continues : Provided that, in case of default in filling with the Registrar within the time specified in sub-section (1) and (2) any document required to be filed by this section, the company or any person liable for the default may apply to the Court for relier, and the Court, if satisfied that the commission to file the document was accidental or due to inadvertence or that on other grounds it is just and equitable to grant relief, may make an order extending the time for the filing of the document for such a period as the Court may think proper. | 5 | 05. Subject to the provisions of the Articles hereof, the shares shall be under the control of the Director, who may allot and dispose of or grant options over the same to such persons, on such terms and in such manner as they think fit. | 05. Subject to the provisions of the Articles hereof, the shares shall be under the control of the Director, who may allot and dispose of or grant options over the same to such persons, on such terms and in such manner as they think fit. | No Change | Share Cetificate 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. 貴社は非公開会社（Private Limited Company）となりますので、株主に対して株式を発行することになりますが、公開会社でないため、譲渡制限が設けられています。 | １～2行目は株券発行のことを言われていますか？もしそうなら、当社は不発行会社のため整合しないことになります。 | 貴社は非公開会社（Private Limited Company）となりますので、株主に対して株式を発行することになりますが、公開会社でないため、譲渡制限が設けられています。 | Share Cetificate 05. 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.
6 | 06. Save as herein provided the company shall be entitled to treat the person whose name appears upon the Register in respect of any share as the absolute owner thereof, and shall not be under any obligation or recognize any trust or equity or equitable claim to or partial interest in such share on the part of any other person whether or not it shall have express notice thereof. | 06. Save as herein provided the company shall be entitled to treat the person whose name appears upon the Register in respect of any share as the absolute owner thereof, and shall not be under any obligation or recognize any trust or equity or equitable claim to or partial interest in such share on the part of any other person whether or not it shall have express notice thereof. | No Change | 証券取引法のルールで決まっているのなら、あらためて定款で定める必要はないのでは？ 株式譲渡制限の記述が必要！！ | 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. | Transfer and Transmission of Shares 06. 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.
To Which of Joint holders certificate to be issued | TO WHICH OF JOINT HOLDERS CERTIFICATE TO BE ISSUED
Sec 158 : Limitation of time for issue of certificates. - (1) Every company shall, within ninety days after the allotment of any of its shares, debentures or debenture-stock, and within ninety days after the registration of transfer of any such shares, debentures or debenture-stock complete and have ready for delivery the certificates of all shares, debentures, and the debenture-stock allotted or transferred unless the conditions of issue of the shares, debentures or debenture-stock otherwise provide. (2) If default is made in complying with the requirements of this section, the company, and also every officer of the company who is knowingly a party to the default shall be liable to a fine not exceeding five hundred taka for every day during which the default continues. | 7 | 07. The certificates of shares issued in the name or two or more persons shall unless otherwise directed by them be delivered to the person first named in the Register as a holder thereof, and delivery of the certificate for shares to that person be sufficient delivery to all joint holders of that shares. | 07. The certificates of shares issued in the name or two or more persons shall unless otherwise directed by them be delivered to the person first named in the Register as a holder thereof, and delivery of the certificate for shares to that person be sufficient delivery to all joint holders of that shares. | No Change | 株券不発行会社だが、内容は整合するのか？ | Sahre Certificateに記載しています。 | Sahre Certificateに記載。
INCREASE AND REDUCTION OF CAPITAL | INCREASE AND REDUCTION OF CAPITAL | Alteration of capital | Alteration of capital
Sec 56: Notice of increase of share capital or of members. (1) Where a company having a share capital, whether its shares have or have not been converted into stock, has increased its share capital, beyond the registered capital, and where a company not having a share capital has increased the number of its members beyond the registered number, it shall file with the Registrar, in the case of an increase of share capital, within fifteen days after the passing of the resolution authorising the increase and in the case of an increase of members within fifteen days after the increase was resolved on or took place, notice of the increase of capital or members, and the Registrar shall record the increase. (2) The notice under sub section (1) shall include particulars of the classes of shares, affected and the conditions, if any, subject to which the new shares are to be issued. (3) If a company makes a default in complying with the requirements of this section, it shall be liable to a fine not exceeding two hundred taka for every day during which the default continues, and every officer of the company who knowingly and willfully authorises or permits the default shall be liable to a like penalty. | 8 | 08. The company may be ordinary resolution from time to time increase its capital by the creation of new shares of such amount as may be deemed expedient and may be special resolution reduce its capital in any manner as required by law. | 08. The company may by ordinary resolution from time to time increase its capital by the creation of new shares of such amount as may be deemed expedient and may by special resolution reduce its capital in any manner as required by law. | No Change | 会社法に定めている方法で資本金を増減させるのであれば、記載は不要では？ | 内容は同左 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. | 07. 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.
Sec 53: Power of company limited by shares to alter its share capital. (1) A company limited by shares if so authorised by its articles may alter the conditions of its memorandum, as follows that is to say it may-- (a) increase its share capital by the issue of new shares of such amount as it thinks expedient; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c) convert all or any of its paid-up shares into stock and reconvert that stock into paid-up shares of any denomination. (d) sub-divided ist shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so that in the sub-division the proportion between he amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; (e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the share so cancelled. (2) the powers conferred by this section can only be exercised by the company in its general meeting. (3) A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital within the meaning of the other provisions of the Act. (4) The company shall file with the Registrar notice of the exercise of any power referred to tin clause (d) or clause (e) of sub-section (1) within fifteen days from the exercise thereof. | 9 | 09. Where the Board decides to increase the capital of the company by the issue of further shares, such shares shall be offered to the members in proportion to the existing shares held by each member and such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting a time within which the offer, if not accepted, will be deemed to be declined and after the expiry of such time or on receipt of an intimation from the member to whom such notice is given that the declines to take the shares offered. The Board of Directors may dispose of the same in such manner as they think most beneficial to the company. | 09. Where the Board decides to increase the capital of the company by the issue of further shares, such shares shall be offered to the members in proportion to the existing shares held by each member and such offer shall be made by notice specifying the number of shares to which the member is entitled and limiting a time within which the offer, if not accepted, will be deemed to be declined and after the expiry of such time or on receipt of an intimation from the member to whom such notice is given that he declines to take the shares offered. The Board of Directors may dispose of the same in such manner as they think most beneficial to the company. | No Change | 省略可 | 省略
BORROWING POWER | BORROWING POWER | BORROWING POWERS | BORROWING POWERS
10 | 10. The Board may, from time to time at their discretion borrow and secure the payment of any sum of money for the purposes of the company from any source upon such terms and conditions as they think fit. | 10. The Board may, from time to time at their discretion borrow and secure the payment of any sum of money for the purposes of the company from any source upon such terms and conditions as they think fit. | No Change | 定款には不要。削除したい。 | 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. | 借入等重要な事項は、グループ経営管理上、親会社のタムラ製作所の取締役会承認が必要です。そのことを記載する必要はありますか？それとも、定款はこの一般的表現のみのままで、別にグループ規程である「子会社管理規程」で定められていればいいですか？他の条項にも同様の内容があると思われます。 | 合弁企業であれば、詳細を規定していただく必要があるかと存じますが、100％外資であれば特に詳細な記載は必要ないかと存じます。別に、「会社管理規定」で定めていらっしゃれば、そちらで規定していただければと考えております。 | 08. 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.
11 | 11. The Board may secure the payment of such money in such manner and upon such terms and conditions as they think fit. | 11. The Board may secure the payment of such money in such manner and upon such terms and conditions as they think fit. | No Change | 定款には不要。削除したい。
CONVENING OF GENERAL MEETING | CONVENING OF GENERAL MEETING | General Meeting | General Meeting
Sec 81: Annual general meeting--(1) Every company shall in each year of the Grogorian calendar hold in addition to any other meetings a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next: Provided that a company may hold its first annual general meeting within a period of not more than eighteen months from the date of its incorporation; and if such general meeting is held within that period, it shall not be necessary for the company to hold any annual general meeting in the year of its incorporation or in the following year; Provided further that the Registrar may, on an application made by a company within thirty days from the date of expiry of the period specified for holding the annual general meeting as aforesaid, extend the time within which any annual general meeting, not being the first annual general meeting shall be held, by a period not exceeding ninety days or not exceeding the 31st December of the calendar year in relation to which the annual general meeting is required to be held, whichever is earlier. (2) If a company defaults in complying with the provisions of sub-section (1), the Court may, on the application of any member of the company, call or direct the calling of a general meeting of the company and give such ancillary or consequential direction as the Court thinks expedient in relation to the calling holding and conducting of the meeting. | 12 | 12. An ordinary general meeting of the company shall be held within 18 months from the date of its incorporation and thereafter once at least in very calendar year at such time and place as the Board may determine, provided, however, that no greater interval than fifteen months shall be allowed to elapse between two ordinary general meeting. | 12. An ordinary general meeting of the company shall be held within 18 months from the date of its incorporation and thereafter once at least in every calendar year at such time and place as the Board may determine, provided, however, that no greater interval than fifteen months shall be allowed to elapse between two ordinary general meetings. | No Change | 設立後18ヶ月の記載であり、不適切では？別途期限を定める必要あり。日本と同じ3か月以内か？（英文の日訳は、定時株主総会は、設立の日から18ヶ月以内に開催され、その後、取締役会が決定する時期および場所におい て少なくとも1年に一度開催されるが、通常の2回の総会の間隔は15ヶ月以内でなければならない。） | 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. | ①前回の総会から15カ月以内に開催というのは一般的な表現ですか？ ②この場合のChairman of the company の意味は、日本でいうところの 議長ですか？会長（バングラデシュで会長というポストは存在しますか？）ですか？それとも社長ですか？ | ①会社法にも、前回の総会より15ヵ月以内という条件も規定しているため、こちらで記載するのが宜しいかと存じます。 ②Chairmanとは議長の事を指します。 | バングラデシュでは、Chairman は、議長として使用される、会長というポストは無い、ということですか？Chairman of the company を機械翻訳すると会長と訳されてきます。バングラデシュあるいはこの場合の意味は、Chariman of the board of directors と同じ議長ということですか? | 09. 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.
Sec 87: Extraordinary and special resolution--(1) A resolution shall be a extraordinary resolution when it has been passed by a majority of not less than three fourths of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly give. (2) A resolution shall be a special resolution when it has been passed by such a majority as is required for the passing of an extraordinary resolution and at a general meeting of which not less than twenty-one day's notice specifying the intention to propose the resolution as a special resolution has been duly given; Provided that, if all the members entitled to attend and vote at any such meeting so agree, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one day's notice has been given. (3) At any meeting at which an extraordinary resolution or a special resolution is submitted to be passed a declaration of the chairman on a show of hands that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. (4) At any meeting at which an extraordinary resolution or a special resolution is submitted to be passed a poll may be demanded. (5) Where a poll is demanded, the poll may in accordance with the articles, be taken in such manner as the chairman may direct; and if the chairman so directs it be taken at the meeting at which it is demanded. (6) Where a poll is demanded in accordance with this section, in computing the majority on the poll, reference shall be had to the number of votes top which each member is entitled by the articles of the company or under this Act. (7) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner prescribed by the articles or under this Act. | 13 | 13. Subject to the provisions of section 87 of the Act, relating to special resolution, fourteen days notice at least of every general meeting specifying the date, place and hour of the meeting and with a statement of business to be transacted at the meeting shall be given to the person entitled as member of shareholder of the company at the latest address of the member appearing in company’s register. The accidental omission to give any such notice to or the non- receipt of any such notice by any of the member shall not invalidate the proceedings of any meeting. | 13. Subject to the provisions of section 87 of the Act, relating to special resolution, Twenty One days notice at least of every general meeting specifying the date, place and hour of the meeting and with a statement of business to be transacted at the meeting shall be given to the person entitled as member of shareholder of the company at the latest address or e-mail ID of the member appearing in company’s register or added subsequently. The accidental omission to give any such notice to or the non- receipt of any such notice by any of the member shall not invalidate the proceedings of any meeting. | Notice period and e-mail address | 電子通知は可能か？ | PROCEEDING OF GENERAL MEETING Subject to the provisions of Section 87 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. 電子通知については、”sending registered post to registered address”のように規定されているため、基本的には書面での通知によると考えられる。 Schedule-1には、special Resolutionについて、14日前との記載があります。 通知期間を具体的に明記せず、 ”notice for general meeting shall be duly served as per regulations 112 to 117 of schedule- 1”のように記載するのが宜しいかと思います。 | ①14日いうコメントについて、御社赤本と会社法は21日となっていますが、どちらが正しいですか？ ②Noticeについて112～117とコメントされていますが、私の手元の会社法では113～117となっています。どちらだ正しいですか？ ③左記赤書きコメントについて、基本的に書面通知なので、Email等の記載は特に必要ないということでいいですか？ | 左記の回答をお願いします。 | PROCEEDING OF GENERAL MEETING 10. Subject to the provisions of Section 87 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. 保守的に21日にしました。 (TCF) かしこまりました。
85 (1) (c): five members present in person or by proxy, or the chairman of the meeting, or any member or members holding not less than one-tenth of the issued capital which carries voting rights shall be entitled to demand a poll: Provided that in the case of a private company, if not more than seven members are personally present, one member, and if more than seven members are personally present, two members, shall be entitled to demand a poll: | 14 | 14. The Chairman of the Board of Directors will preside over all the meetings of the Board of Directors as well as general meeting and extraordinary general meetings. In case of equality of votes, the Chairman will have a second or casting vote. If at any meeting he Chairman of the Board of Directors is not present, the members present shall elect a Chairman of the meeting from amongst the members present. | 14. The Chairman of the Board of Directors will preside over all the meetings of the Board of Directors as well as general meeting and extraordinary general meetings. In case of equality of votes, the Chairman will have a second or casting vote. If at any meeting he Chairman of the Board of Directors is not present, the members present shall elect a Chairman of the meeting from amongst the members present. | No Change | Chairman不在でも取締役会、定期株主総会、臨時株主総会は開けるという認識で良いか？定足数は？ | Quorum(General Meeting) 2 (Two) members either physically or by proxy present will form quorum for transacting any business at any General meeting. 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 and this letter of authorization shall be deposited at the registered of the company not less than seventy two hours before the time of holding meeting. | ①定数は、持株数ではなく人数で2名ですか？ ②2名とも１株しか持たない少数株主でも成立ですか？ | 会社法で持株数の要件は記載されておらず、2名と記載されています。 | vote of members で挙手と投票の二つが記載されていますが、定款上、一つに絞る必要はないのですか？ | Quorum(General Meeting) 11. 2 (Two) members either physically or by proxy present will form quorum for transacting any business at any General meeting. Vote of Members 12. 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 and this letter of authorization shall be deposited at the registered of the company not less than seventy two hours before the time of holding meeting.
PROCEEDING OF GENERAL MEETING | PROCEEDING OF GENERAL MEETING
15 | 15. The business of the Ordinary General Meeting shall be to receive and consider the profit and loss account, the balance sheets and the reports of the Directors and Auditors, to declare dividends and to transact any other business which under these presents are to be transacted at any ordinary General Meeting. All other businesses transacted at an Extraordinary General Meeting shall be deemed special. | 15. The business of the Ordinary General Meeting shall be to receive and consider the profit and loss account, the balance sheets and the reports of the Directors and Auditors, to declare dividends and to transact any other businesses which under these presents are to be transacted at any ordinary General Meeting. All other businesses transacted at an Extraordinary General Meeting shall be deemed special. | No Change
Sec 85 (2) (b): in the case of a private company whose number of members does not exceed six, two members and if such number exceeds six, three members, and in the case of any other company, five members personally present shall be a quorum; | 16 | 16. No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two members personally present shall form a quorum. All decisions shall be on the basis of majority of votes. | 16. No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Two members personally present shall form a quorum. | ommission of majority of votes | 定足数は議決権が基準ではないのか？ Privateの場合株主6名以下は定足数2名、7名以上は3名だが？2名が定足数で正しいか？。決議は、株式数か？人数か？人数でOK（定款で定めること）カセム見解 | 会社法で持株数の要件は記載されておらず、2名と記載されています。
BOARD OF DIRECTORS | BOARD OF DIRECTORS | Directors | Directors
Sec 90: (1) Every public company and a private company which is a subsidiary of a public company shall have at least three directors. (2) Every private company other than a private company mentioned in sub-section (1) shall have at least two directors; (3) Only a natural person may be appointed a director. | 17 | 17. Unless otherwise determined by the company in general meeting the number of Directors shall not be less than two and not more than seven, The qualification of a Director shall be holding of one share in the company in his/ her own name alone. | 17. Unless otherwise determined by the company in general meeting the number of Directors shall not be less than two and not more than ten, the qualification of a Director shall be holding of one share in the company in his/ her own name alone. | Changes of maximum board of directors | 10名もの記載が必要か？ 2名以上。10名以下という記載は必要か？ | 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. オレンジ箇所については、設立時のものとなるため、省略していただいて宜しいかと思います。 | ①左記のfirst の意味は何ですか？設立時という意味ですか？となると以下記載の取締役ではありません。 ②現在の取締役の意味でも、定款に個人名は必要ですか？ | オレンジ箇所については、設立時のものとなるため、省略していただいて宜しいかと思います。 | 13. 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. a) Mr. Masahiro Asada b) Mr. Atsushi Shimbo c) Mr. Etsuo Tanabe 公開から非公開会社への変更後の提出になるので、新規の会社とみなされ、最初の個人名は必要と言われる可能性があるため、今回は記載（次回変更時から個人名は削除）：監査人の意見 (TCF)かしこまりました。
18 | 18. The business of the company shall be managed by the Board of directors and they may exercise all such acts as may be exercised and done by the company and are not by the Act or by these articles required to be exercises or done by the company in general meeting subject never the less to any regulations in these articles or to the provisions of the Act and to such regulations being not inconsistent with the aforesaid regulations of provisions as may be prescribed by the company in general meeting, but no regulation made by the company in general meeting shall invalidate any prior Act of the Directors which would have been valid if such regulations had not been made. | 18. The business of the company shall be managed by the Board of directors and they may exercise all such acts as may be exercised and done by the company and are not by the Act or by these articles required to be exercised or done by the company in general meeting subject never the less to any regulations in these articles or to the provisions of the Act and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the company in general meeting, but no regulation made by the company in general meeting shall invalidate any prior Act of the Directors which would have been valid if such regulations had not been made. | No Change | 左記、POWER OF DIRECTORSで記載 | 左記、POWER OF DIRECTORSで記載
19 | 19. The following persons shall be the Directors of the company and they shall remain in the offices until otherwise determined by the company in general meeting. | 19. The following persons shall be the Directors of the company and they shall remain in the offices until otherwise determined by the company in general meeting. | 個人名は必要なのか？カセム見解では必要。 | 省略
1. Mr. Masahiro Asada Nominee Director of Koha Co. Ltd | 1. Mr. Masahiro Asada Nominee Director of Koha Co. Ltd | Changes of Directors | １と２は同じ自然人なので不可なのでは？ | 1. Mr. Masahiro Asada Nominee Director of Koha Co. Ltd こちらはNominee Directorを別の方に変更していただく必要がございます。もしくはBoard of Directorsを3名に変更していただく必要がございます。 株主でない取締役の場合は、実務上、Nominee Directorと呼びます。 | １を削除ということでいいですか？（自然人のみ？）（１と２はダブリ？） | Form XIIに現在の取締役が書いてあるかと存じますので、確認させていただく必要があります。 | 誤り
2. Mr. Md. Ataul Haque Nominee Director of Koha Co. Ltd | 2. Mr. Masahiro Asada | 2. Mr. Masahiro Asada | nominee とは何ですか？nominee 表現の取締役は必要ですか？Represetativeとどこが違うのですか？ | 株主でない取締役の場合は、実務上、Nominee Directorと呼びます。 | representative という表現は通常使用しないということですか？ | 省略
3.Mr. Masahiro Asada | 3. Mr. Atsushi Shimbo | 3. Mr. Atsushi Shimbo | 省略
4.Mr. Takashi Kuwazawa | 4. Mr. Etsuo Tanabe | 4. Mr. Etsuo Tanabe | 省略
5.Mr. Katsumoto Toyomasu
6.Ms.Nanase Mizuma
7. Mr. Atsushi Shimbo
8. Mr. Motohide Tamura
20 | 20. The Directors shall appoint one of their body as the Chairman of the company. Mr. Masahiro Asada shall be and remain as the Chairman of the company, unless otherwise decided by the Board. | 20. The Directors shall appoint one of their body as the Chairman of the company. Mr. Masahiro Asada shall be the Chairman of the company, unless otherwise decided by the Board of Directors of the company. | 個人名は必要なのか？カセム見解では必要。 | 下記、Chaimanで述べております。 | 下記、Chaimanで記載。
21 | 21. The Directors shall also appoint one of their body as Managing Director of the company and Mr. Takashi Kuwazawa Shall be the Managing Director of the company as per companies Act, 1994 unless otherwise decided by the Board of Directors of the company. | 21. The Directors shall also appoint one of their body as Managing Director of the company and Mr. Atsushi Shimbo Shall be the Managing Director of the company as per companies Act, 1994 unless otherwise decided by the Board of Directors of the company. | Changes of Managing Director | 個人名は必要なのか？カセム見解では必要。 | 下記、Managing Directorで述べております。 | 下記、Managing Directorで記載。
MANAGEMENT | MANAGEMENT | POWER OF DIRECTORS このPower of DirectorsではDirectorの役割が記載しております。 Managing Directorについては、後に別途役割が定めております。 | POWER OF DIRECTORS
22 | 22. Subject to overall supervision and control of the Board of Directors the business and affairs of the company shall be managed by the Managing Director who will exercise all his powers hereunder, together with such powers which may from time to time be delegated to him by the Board of Directors. | 22. Subject to overall supervision and control of the Board of Directors of the company, the business and affairs of the company shall be managed by the Managing Director who will exercise all his powers hereunder, together with such powers which may from time to time be delegated to him by the Board of Directors. | No Change | 経営者の職務の記載は必要なのか？ | 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. | 14. 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.
23 | 23. What out prejudice to the general powers conferred by these presents, it is hereby expressly declared that the Managing Director of he company shall have the following powers which may from time to time be delegated to him by the Board of Directors. | 23. Without prejudice to the general powers conferred by these presents, it is hereby expressly declared that the Managing Director of the company shall have the following powers which may from time to time be delegated to him by the Board of Directors: | 経営者の職務の記載は必要なのか？
a. To pay the costs, charges, expenses, preliminary and incidental, to the promotion, formation, establishment and registration of the company. | a. To pay the costs, charges, expenses, preliminary and incidental, to the promotion, formation, establishment and registration of the company. | 経営者の職務の記載は必要なのか？
b. To make, draw, indorse, sign, megotiate, receive and give all cheques, bills, drafts, orders, instruments, shares and securities, for and on behalf of the company subject to the approval of the Board. | b. To make, draw, endorse, sign, negotiate, receive and give all cheques, bills, drafts, orders, instruments, shares and securities, for and on behalf of the company subject to the approval of the Board. | 経営者の職務の記載は必要なのか？
c. To give all effectual receipts and other discharges for money payable to the company and for the claims and demands of the company. | c. To give all effectual receipts and other discharges for money payable to the company and for the claims and demands of the company. | 経営者の職務の記載は必要なのか？
d. To sign, seal and execute all such deeds, instruments, licenses, registrations, contracts and documents as required in the business of the company and on behalf of the company subject to the approval of the Board. | d. To sign, seal and execute all such deeds, instruments, licenses, registrations, contracts and documents as required in the business of the company and on behalf of the company subject to the approval of the Board. | 経営者の職務の記載は必要なのか？
MEETING OF HE BOARD OF DIRECTORS | MEETING OF THE BOARD OF DIRECTORS
24 | 24. The Board of Directors may meet as often as necessary for transaction of the business of the company and adjourn and otherwise regulate their meeting as they think fit and may determine the quorum necessary for the transaction of business. Until otherwise so fixed, the quorum shall be 2 (two) Directors.) | 24. The Board of Directors may meet as often as necessary for transaction of the business of the company and adjourn and otherwise regulate their meeting as they think fit and may determine the quorum necessary for the transaction of business. Until otherwise so fixed, the quorum shall be 2 (two) Directors. If means Board of Directors meeting of the company | If means Board of Directors meeting of the company | 取締役会は定足数を変更できるという認識で問題ないか？カセム見解は打合せ時は過半数（Majority)であったが。 | Quorum(Board Meeting) 2 (Two) members present in person and qualified to vote shall form a Quorum for transacting any business. 左記、大変申し訳ございません。 3名以上の場合は、3名が定足数となります。下記、ご参照下さい。 Schedule-1 Regulation 89 The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall, when the number of the directors exceeds three, be three. 上記の表現では、取締役が2名の場合、1名の定足数でも可能となりますが、通常、2名以下ですと会議が開催できないので（会議と呼べないため）、2名で設定されます。 | 定足数は、仮に取締役が９人いても、２人ということですか？２人の場合は２人全員出席？ | 左記、大変申し訳ございません。 3名以上の場合は、3名が定足数となります。下記、ご参照下さい。 Schedule-1 Regulation 89 The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall, when the number of the directors exceeds three, be three. 上記の表現では、取締役が2名の場合、1名の定足数でも可能となりますが、通常、2名以下ですと会議が開催できないので（会議と呼べないため）、2名で設定されます。 | 浅田、新保、田邉の3名ですから、取締役会成立要件の定足数は3名＝常に全員が出席しなければならないということですか？ | Quorum(Board Meeting) 15. 2 (Two) members present in person and qualified to vote shall form a Quorum for transacting any business. 会社が2名と定款で定める。OKですか？ (TCF)こちらで結構です。
25 | 25. The Chairman at his discretion or on the requisition of any Director may at any time call a meting of Board of Directors of the company. | 25. The Chairman at his discretion or on the requisition of any Director may at any time call a meting of Board of Directors of the company. | No Change | ALTERNATE DIRECTOR 一般的に記載しています。 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. | ALTERNATE DIRECTOR 追加 16. 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.
Sec-85-a: an annual general meeting may be called by fourteen days notice in writing, and a meeting other than an annual general meeting or a meeting for the passing of a special resolution may be called by twenty one day's notice in writing: Provided that a meeting may be called by shorter notice than aforesaid, if it is so agreed in writing-- (i) in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and (ii) in the case of any other meeting by the members of the company holding, if the company has a share capital not less than 95 percent of such part of the paid-up share capital of the company as gives a right to vote at the meeting, or having if the company has no share capital, not less than 95 percent of the total voting power exerciseable at the meeting; | 26 | 26. The length of notice period of meeting of the Board of Directors shall be determined by the Board. In case of emergency, Chairman or in his absence, Managing Director may call a meeting on a short notice as may be deemed fit. | 26. The length of notice period of meeting of the Board of Directors shall be determined by the Board. In case of emergency, Chairman or in his absence, Managing Director may call a meeting on a short notice as may be deemed fit. | これがあれば何日前に連絡(notice)しても良いことになる? | CIRCULAR RESOLUTION 一般的に記載しています。 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. =Regulation 28 | CIRCULAR RESOLUTION 17. 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.
27 | 27. Questions arising at any meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman shall have a second or casting vote. | 27. Questions arising at any meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman shall have a second or casting vote. | 18. Questions arising at any meeting shall be decided by a majority of votes, each Director having one vote and in case of an equality of votes, the Chairman shall have a second or casting vote.
28 | 28. A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. | 28. A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. | 書面のみの決議を認めていると認識して良いか？場所を問わず書面のみの取締役会で問題ないのか？ (付属定款に定めてあれば電話会議、TV会議、書面でも可能・・・三菱UFJ訳) | 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. | VIDEO CONFERENCE 19. 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.
29 | 29. The Directors shall cause minutes to be kept in books provided for the purpose of all resolutions and proceedings of general meeting and of meetings of he Directors and of committee of the Directors. Any such minutes if purporting to be signed by the Chairman of the meeting to which the elate or by the Chairman of the next succeeding meeting shall be evidence of such resolutions and proceedings. | 29. The Directors shall cause minutes to be kept in books provided for the purpose of all resolutions and proceedings of general meeting and of meetings of the Directors and of committee of the Directors. Any such minutes if purporting to be signed by the Chairman of the meeting to which the elate or by the Chairman of the next succeeding meeting shall be evidence of such resolutions and proceedings. | 青字の部分は意味が不明のため、修正が必要であったはずでは？ | 左記で述べているMEETING OF HE BOARD OF DIRECTORSの内容は、上記（Quorum, Alternate Director, Circular Resolution, Video Conference）のみでも可能。 | 省略
POWER AN DDUTIES OF DIRECTORS | POWER AND DUTIES OF DIRECTORS
30 | 30. Subject to the supervision of the Board of Directors. The business of the company shall be managed by the Managing Director who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the company as he thinks fit, and may exercise all required to be exercised or done by the company in general meeting, subject nevertheless to any regulation in these Articles to the provisions of the statute and to such regulations of provisions as may be prescribed by the company in general meeting shall invalidate any prior act of the Managing Director which would have been valid if such regulations had not been made. | 30. Subject to the supervision of the Board of Directors, the business of the company shall be managed by the Managing Director who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the company as he thinks fit, and may exercise all required to be exercised or done by the company in general meeting, subject nevertheless to any regulation in these Articles to the provisions of the statute and to such regulations of provisions as may be prescribed by the company in general meeting shall invalidate any prior act of the Managing Director which would have been valid if such regulations had not been made. | No Change | 取締役の権限と義務の記載は必要か？ | 左記、Directorの権限については、上記（POWER OF DIRECTORS）をご参照ください。 ここまで詳細な記載は、必要ないかと存じます。 | 左記、Directorの権限については、上記（POWER OF DIRECTORS）。
31 | 31. Without prejudice to the general powers conferred by the last preceding Article and to any other powers or authorities conferred by these presents, it is hereby expressly declared that Directors shall have the following powers. | 31. Without prejudice to the general powers conferred by the last preceding Article and to any other powers or authorities conferred by these presents, it is hereby expressly declared that Directors shall have the following powers. | No Change | 取締役の権限と義務の記載は必要か？ | Chairman The Directors shall appoint one of their body as the Chairman of the company. Mr. Masahiro Asada shall be the Chairman of the company, unless otherwise decided by the Board of Directors of the company. Chairman at his discretion or on the requisition of any Director may at any time call a meting of Board of Directors 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. ①個人名の記載は、必須ではございません。オレンジ部分は省略していただいて良いかと存じます。 ②議長（Chaiman）は取締役会の中から選任されることになります。Form XIIに関しても、取締役会を開催すれば、変更可能です。 | ①個人名は必要ですか？ ②いずれは会長職は無くしたいと思っています。会計士は、会社法上は問題ない。が、登記法上は、会長がいないと役員変更等のFormⅫを登記所が受け付けないと言っています。本当ですか？ | ①個人名の記載は、必須ではございません。オレンジ部分は省略していただいて良いかと存じます。 ②議長（Chaiman）は取締役会の中から選任されることになります。Form XIIに関しても、取締役会を開催すれば、変更可能です。 | Chairman 20. The Directors shall appoint one of their body as the Chairman of the company. Mr. Masahiro Asada shall be the Chairman of the company, unless otherwise decided by the Board of Directors of the company. Chairman at his discretion or on the requisition of any Director may at any time call a meting of Board of Directors 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.
(a) To pay all costs, charges and expenses, preliminary and incidental to the promotion, formation, establishment and registration of the company | (a) To pay all costs, charges and expenses, preliminary and incidental to the promotion, formation, establishment and registration of the company | 取締役の権限と義務の記載は必要か？ | Managing Director The Directors shall also appoint one of their body as Managing Director of the company and Mr. Atsushi Shimbo shall be the Managing Director of the company as per companies Act, 1994 unless otherwise decided by the Board of Directors of the company. He shall perform such functions and exercise such powers as may be decided by the Board of Directors. 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. 個人名の記載は、必須ではございません。オレンジ部分は省略していただいて良いかと存じます。 | ①個人名は必要ですか？ ②バングラデシュでMDというのは、日本の社長のことですか？ | ①個人名の記載は、必須ではございません。オレンジ部分は省略していただいて良いかと存じます。 ②業務執行取締役のような、役割かと存じます。 | Managing Director 21. The Directors shall also appoint one of their body as Managing Director of the company and Mr. Atsushi Shimbo shall be the Managing Director of the company as per companies Act, 1994 unless otherwise decided by the Board of Directors of the company. He shall perform such functions and exercise such powers as may be decided by the Board of Directors. 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.
(b) To purchase, take on lease or otherwise acquire for the company any property, rights and privileges which the company is authorized to acquire, at such price and generally on such terms and conditions as he thinks fit, and subject to the provisions of Section 107 (KA) of the Act to sell, let, exchange, or otherwise dispose of absolutely or conditionally any part of the property rights, privileges and undertaking of the company upon such terms and conditions and for such considerations as they may think fit. | (b) To purchase, take on lease or otherwise acquire for the company any property, rights and privileges which the company is authorized to acquire, at such price and generally on such terms and conditions as he thinks fit, and subject to the provisions of Section 107 (KA) of the Act to sell, let, exchange, or otherwise dispose of absolutely or conditionally any part of the property rights, privileges and undertaking of the company upon such terms and conditions and for such considerations as they may think fit. | 取締役の権限と義務の記載は必要か？ | 左記、会社の意向でDirectorの権限を詳細に規定した方が宜しければ、記入していただく必要はあるかと存じます。ローカルのDirectorが入っている場合は、後のトラブルを避けるため、記載することをお勧めいたしますが、そうでない場合は省略していただいて良いかと存じます。 | 省略
(c) As per resolution of the Board of Directors, Bank account or accounts will be opened with any bank or banks and to make, draw, endorse, sign, accept, negotiate and give all cheques, bills of exchange, bills of lading, Bank drafts, vouchers, Certificates, deeds, bonds, agreements orders of the Government of Bangladesh and other promissory notes and other negotiable or transferable instruments required in the business of the company. | (c) As per resolution of the Board of Directors, Bank account or accounts will be opened with any bank or banks and to make, draw, endorse, sign, accept, negotiate and give all cheques, bills of exchange, bills of lading, Bank drafts, vouchers, Certificates, deeds, bonds, agreements orders of the Government of Bangladesh and other promissory notes and other negotiable or transferable instruments required in the business of the company. | 取締役の権限と義務の記載は必要か？
(d) Unless otherwise decided by the Board of Directors all bank accounts of the company shall be operated jointly by any two Directors. | (d) Bank account will be operated as per decision taken by the Board of Directors of the company from time to time. | Changes of bank account operation | 取締役の権限と義務の記載は必要か？ | 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. | BANK ACCOUNT 22. 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.
(e) To secure the fulfillment of any contracts, agreements, or engagements entered into by the company by mortgage or charge of all or any of the property of the company for the time being or in such other manner as they thinks fit. | (e) To secure the fulfillment of any contracts, agreements, or engagements entered into by the company by mortgage or charge of all or any of the property of the company for the time being or in such other manner as they thinks fit. | No Change | 取締役の権限と義務の記載は必要か？ | 左記、会社の意向でDirectorの権限を詳細に規定した方が宜しければ、記入していただく必要はあるかと存じます。ローカルのDirectorが入っている場合は、後のトラブルを避けるため、記載することをお勧めいたしますが、そうでない場合は省略していただいて良いかと存じます。 | 以下、省略。
(f) To appoint at his discretion, remove or suspend such agents, managers, secretaries, officers, clerks and servants for permanent, temporary or special service as he may from time to time think fit and to determine their powers and duties and fix their salaries or employments and to require security in such instance and to such amount as they thinks fit. | (f) To appoint at their discretion, remove or suspend such agents, managers, secretaries, officers, clerks and servants for permanent, temporary or special service as he may from time to time think fit and to determine their powers and duties and fix their salaries or employments and to require security in such instance and to such amount as they thinks fit. | 取締役の権限と義務の記載は必要か？
(g) To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the company any property belonging to the company or in which it is interested for any other purpose, and execute and do, all such deeds, document and things as may be requisite in elation to any such trust and to provide for the remuneration of such trustee or trustees. | (g) To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the company any property belonging to the company or in which it is interested for any other purpose, and execute and do, all such deeds, document and things as may be required in relation to any such trust and to provide for the remuneration of such trustee or trustees. | 取締役の権限と義務の記載は必要か？
(h) To refer any claims or demands by or against the company to arbitration and observed and perform the awards. | (h) To refer any claims or demands by or against the company to arbitration and observe and perform the awards. | 取締役の権限と義務の記載は必要か？
(i) To make and give receipts, release and other discharges for money payable to the company and for the claims and demands of the company. | (i) To make and give receipts, release and other discharges for money payable to the company and for the claims and demands of the company. | 取締役の権限と義務の記載は必要か？
(j) To act on behalf of the company in all matters in relation to bank karupts and insolvents. | (j) To act on behalf of the company in all matters in relation to bankrupts and insolvents. | 取締役の権限と義務の記載は必要か？
(k) To determine who shall be entitled to sign on behalf of the company bills, notes receipts, acceptances, endorsements, cheques, releases, contracts and documents. | (k) To determine who shall be entitled to sign on behalf of the company bills, notes receipts, acceptances, endorsements, cheques, contracts and documents. | 取締役の権限と義務の記載は必要か？
(l) From time to time provide for the management of the affairs of the company either in different parts of Bangladesh or elsewhere in such manner as he thinks fit, and in particular to establish branch office, and to appoint any person to be Attorney or Agents of the company with such powers (including powers to sub delegate) and upon such terms as may be thought fit. | (l) From time to time provide for the management of the affairs of the company either in different parts of Bangladesh or elsewhere in such manner as he thinks fit, and in particular to establish branch office, and to appoint any person to be Attorney or Agents of the company with such powers (including powers to sub delegate) and upon such terms as may be thought fit. | 取締役の権限と義務の記載は必要か？
(m) Subject to the provisions of the Act, to invest any of the monies of the company not immediately required for the purposes thereof upon such securities and in such manner as he thinks fit and from time to time vary and realize such investment. | (m) Subject to the provisions of the Act, to invest any of the monies of the company not immediately required for the purposes thereof upon such securities and in such manner as the directors think fit and from time to time vary and realize such investment. | 取締役の権限と義務の記載は必要か？
(n) To give to any person employed by the company a commission on the profits of any particular business or transaction or a share of profits which shall be treated as part of the working expenses of the company. | (n) To give to any person employed by the company a commission on the profits of any particular business or transaction or a share of profits which shall be treated as part of the working expenses of the company. | 取締役の権限と義務の記載は必要か？
(o) From time to time to make, vary and repeal bye-laws for the regulation of the business of the company, its officers and servants. | (o) From time to time to make, vary and repeal by-laws for the regulation of the business of the company, its officers and servants. | 取締役の権限と義務の記載は必要か？
(p) To enter into all such negotiations and contracts and rescind vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the company as he may consider expedient for any relation to any of the matters aforesaid or otherwise for the purposes of the company. | (p) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the company as the directors may consider expedient in relation to any of the matters aforesaid or otherwise for the purposes of the company. | 取締役の権限と義務の記載は必要か？
(q) To establish, maintain, support and subscribe to any charitable or public objects, and institution, society or club which may be for the benefit of the company or its employees, or may be connected with any town or place where the company carries on business, to give pensions or charitable aid to any person or persons who have served the company or to wives, children or dependents of such persons as may appear to the Directors just or proper, whether any such person, his widow, children or dependents have any legal claim upon the company. | (q) To establish, maintain, support and subscribe to any charitable or Private objects, and institution, society or club which may be for the benefit of the company or its employees, or may be connected with any town or place where the company carries on business, to give pensions or charitable aid to any person or persons who have served the company or to wives, children or dependents of such persons as may appear to the Directors just or proper, whether any such person, his widow, children or dependents have any legal claim upon the company. | 取締役の権限と義務の記載は必要か？
(r) Subject to the provisions of the Act to set apart such portions out of the profits of the company to form a fund to provide for such pensions, gratitude or compensation, or to create any provident or benefit fund in such or any other manner as he Directors deem fit. | (r) Subject to the provisions of the Act to set apart such portions out of the profits of the company to form a fund to provide for such pensions, gratitude or compensation, or to create any provident or benefit fund in such or any other manner as the Directors deem fit. | 取締役の権限と義務の記載は必要か？
(s) To make and alter rules and regulation concerning the time and manner of payment of contributions of employees and the company respectively to any such fund and the accrual, employment, suspensions, and forfeiture of the benefits of he said fund and the application and disposal thereof and otherwise in relation to the working and management of the said fund as the Directors may from time to time think fit. | (s) To make and alter rules and regulation concerning the time and manner of payment of contributions of employees and the company respectively to any such fund and the accrual, employment, suspensions, and forfeiture of the benefits of the said fund and the application and disposal thereof and otherwise in relation to the working and management of the said fund as the Directors may from time to time think fit. | 取締役の権限と義務の記載は必要か？
(t) To delegate all or any of the powers hereby conferred upon him to any Director, Manager, Secretary or other officers of the company as they may from time to time think fit. | (t) To delegate all or any of the powers hereby conferred upon him to any Director, Manager, Secretary or other officers of the company as they may from time to time think fit. | 取締役の権限と義務の記載は必要か？
32 | 32. The Board of Directors may appoint paid Directors with special terms and conditions for the efficient running of the company. | 32. The Board of Directors may appoint representative Directors with special terms and conditions for the efficient running of the company. | represetative directors | 取締役の権限と義務の記載は必要か？Nominee Directorという言葉を使用することに決めたはずでは？（意味は同じと前回確認済） 前提として前回確認でNominee DirectorとRepresentative Directorは同じ意味と定義付けし、今後Nominee Director という言葉で統一するはずであったがまたRepresentative を使用している。なぜか？→Nomineeで統一したばかりでは？ もしRepresentativeの場合は今後RJSCへの登記はどうなるのか？ Representative＝光波代表 Nominee=株式持たない取締役 JETRO会社法日訳28ページ、会社法97条1項に取締役は原則として、“自己が取締役として就任する会社の株式を保有しなければならない（97条1項）。但し、実務上は、 付属定款において、法人株主が任命する取締役（Nominee Director）については、かかる株式の保有を要しない旨を定めることが多い。“ | 省略可 | Representation of companies 追加 23. A member of another company may, by resolution of the directors, authorise any of its official or any other person to act as its representative at any meeting of that other company, and the person so authorised shall be entitled to exercise the same powers on behalf of the company which he represents as if he were an individual shareholder of that other company. こちらの記載で、株主が会社の場合、Nominee Directorを指名することが可能となります。
DISQUALIFICATION OF DIRECTORS | DISQUALIFICATION OF DIRECTORS | DISQUALIFICATION OF DIRECTORS | DISQUALIFICATION OF DIRECTORS
Sec-94: Disqualifications of directors - (1) A person shall not be capable of being appointed director of a company, if - (a) he has been found to be of unsound mind by a competent court and the finding is in force; or (b) he is an undischarged insolvent; or (c) he has applied to be adjudicated as an insolvent and his application is pending; or (d) he has not paid any call in repect of shares of the company held by him, whether alone or jointly with others, and six months have elapsed from the last day fixed for the payment of the call; or (e) he is a minor. (2) A company may in its articles provide additional grounds for disqualification of a director. | 33 | 33. The office of a director shall be vacant if- | 33. The office of a director shall be vacant if- | No Change | 取締役の欠格事由の記載は必要か？ | 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. | ok | 24. 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) he fails to obtain within the time specified in section 97. | (a) he fails to obtain within the time specified in section 97. | 取締役の欠格事由の記載は必要か？ | 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 | 定款で取締役の株主資格を外すことはできますか？ （株式を所有しない取締役を選任できるようにしたい） | 可能です。 | その場合の定款記載を教えてください。 | 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
(1) Or at any time thereafter ceases to hold, the share qualification, if any, necessary for his appointment, or | (1) Or at any time thereafter ceases to hold, the share qualification, if any, necessary for his appointment, or | 取締役の欠格事由の記載は必要か？
(b) he is found to be unsound mind by competent count; or | (b) he is found to be unsound mind by competent count; or | 取締役の欠格事由の記載は必要か？ | b) He/ she is found to be a person of unsound mind by a court of competent jurisdiction, or | b) He/ she is found to be a person of unsound mind by a court of competent jurisdiction, or
(c) he is adjudged an insolvent; or | (c) he is adjudged an insolvent; or | 取締役の欠格事由の記載は必要か？ | c) He/ she is adjudged insolvent, or | c) He/ she is adjudged insolvent, or
(d) he fails to pay calls made on him in respect of shares held by him within six months from the date of such calls being made , or | (d) he fails to pay calls made on him in respect of shares held by him within six months from the date of such calls being made , or | 取締役の欠格事由の記載は必要か？ | 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 | 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) he or any firm of which he is a partner or any private company of which he is a director without the sanction of the company in general meeting accepts or holds any office of profit under the company other than that of a managing Director or manager or a legal or technical adviser or a banker, or | (e) he or any firm of which he is a partner or any Private company of which he is a director without the sanction of the company in general meeting accepts or holds any office of profit under the company other than that of a managing Director or manager or a legal or technical adviser or a banker, or | 取締役の欠格事由の記載は必要か？ | 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. | 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) he absents himself from three consecutive meetings of the directors or firm all meetings of the directors for a continuous period of three months whichever is the longer without leave of absent from the Board of Directors, or | (f) he absents himself from three consecutive meetings of the directors or from all meetings of the directors for a continuous period of three months whichever is the longer without leave of absence from the Board of Directors, or | 取締役の欠格事由の記載は必要か？ | f) Removed from the Directorship by an extra-ordinary resolution. | f) Removed from the Directorship by an extra-ordinary resolution.
(g) he or any firm of which he is a partner or may private company of which he is a director accepts a loan or guarantee from the company in contravention of section 150, or | (g) he or any firm of which he is a partner or may Private company of which he is a director accepts a loan or guarantee from the company in contravention of section 150, or | 取締役の欠格事由の記載は必要か？ | 省略
(h) he acts in contravention of section 152. A company may provide by its articles that the office of director shall be vacated on grounds additional to those specified in sub- section (1) | (h) he acts in contravention of section 152. A company may provide by its articles that the office of director shall be vacated on grounds additional to those specified in sub- section (1) | 取締役の欠格事由の記載は必要か？ | 省略
REMUNERATION OF DIRECTORS | REMUNERATION OF DIRECTORS | 省略可 | 省略
34 | 34. Until otherwise determined by the company at General Meeting, each Director shall receive by way of remuneration a sum not exceeding Tk. 500/- (taka five hindered) for attending each meeting. | 34. Until otherwise determined by the company at General Meeting, each Director may receive by way of remuneration a sum not exceeding Tk. 1000/- (taka One Thousand) for attending each meeting, if necessary or if they need. | Tk 1000.00 | この記載は必要か？If necessary to を追加頂いた。 | 省略
35 | 35. If any Director when wiling be called upon to perform extra service or to make any special exertion for any of the purposes of the company, the company may remunerate the Director for as doing either by a fixed sum or by a percentage of profit or otherwise as may be determined by the Board of Directors and such remuneration shall be in addition to the remuneration provided in Article 31 of the Articles of Association. | 35. If any Director when will be called upon to perform extra service or to make any special exertion for any of the purposes of the company, the company may remunerate the Director for as doing either by a fixed sum or by a percentage of profit or otherwise as may be determined by the Board of Directors and such remuneration shall be in addition to the remuneration provided in Article 31 of the Articles of Association. | No Change | この記載は必要か？ | 省略
ADVISOR 一般的に記載されているが、省略可 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. | Advisorとは、日本でいうとどんな役職ですか？ | 顧問となります。省略可となります。
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. | NOTICE 追加 25. 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.
DIVIDEND AND RESERVE | DIVIDEND AND RESERVE | DIVIDEND AND RESERVE | DIVIDEND AND RESERVE
36 | 36. The company in a general meeting may declare 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 any other undistributed profits and the Directors may from time to time pay to the member such interim dividend as they think fit. | 36. The company in a general meeting may declare 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 any other undistributed profits and the Directors may from time to time pay to the member such interim dividend as they think fit. | No Change | 同左 The company in a general meeting may declare 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 any other undistributed profits and the Directors may from time to time pay to the member such interim dividend as they think fit. Dividend shall be paid within two months from the date of its declaration. The Board of Directors shall have absolute power as to the employment of the reserve fund created out of the net profits of the company. | 26. The company in a general meeting may declare 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 any other undistributed profits and the Directors may from time to time pay to the member such interim dividend as they think fit. Dividend shall be paid within two months from the date of its declaration. The Board of Directors shall have absolute power as to the employment of the reserve fund created out of the net profits of the company.
37 | 37. The Board of Directors shall have absolute power as to the employment of the reserve fund created out of the net profits of the company. | 37. The Board of Directors shall have absolute power as to the employment of the reserve fund created out of the net profits of the company. | No Change
THE SEAL | THE SEAL | THE SEAL | THE SEAL
38 | 38. The company shall have a common seal which will remain in the custody of ｔhe Managing director and will be used only with the authority of the Board of Directors. | 38. The company shall have a common seal which will remain in the custody of authorized person as decreed by the Managing director and will be used only with the authority of the Board of Directors. | authorized person | 同左 The company shall have a common seal which will remain in the custody of authorized person as decreed by the Managing director and will be used only with the authority of the Board of Directors. | 27. The company shall have a common seal which will remain in the custody of authorized person as decreed by the Managing director and will be used only with the authority of the Board of Directors.
ACCOUNTS | ACCOUNTS | Accounts and Audit | Accounts and Audit
39 | 39. The Board shall cause to be kept proper books of accounts with respect to: | 39. The Board shall cause to be kept proper books of accounts with respect to: | No Change | 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. A balance sheet shall be made out in every year and laid before the company in general meeting made up to a date not more than six months before such meeting. The balance sheet shall be accompanied by a report of the directors as to the company's affairs, the amount which they recommended to be paid by way of dividend and the amount (if any) which they proposed to carry to a reserve fund. | 28. 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. A balance sheet shall be made out in every year and laid before the company in general meeting made up to a date not more than six months before such meeting. The balance sheet shall be accompanied by a report of the directors as to the company's affairs, the amount which they recommended to be paid by way of dividend and the amount (if any) which they proposed to carry to a reserve fund.
a) All sum of money received and expended by the company and the matters in respect of which the receipt and expenditure took place. | a) All sum of money received and expended by the company and the matters in respect of which the receipt and expenditure took place.
b) All sales and purchases of goods, shares and securities by the company. | b) All sales and purchases of goods, shares and securities by the company.
c) The assets and liabilities of the company. | c) The assets and liabilities of the company.
40 | 40. The books of accounts shall be kept at the registered office of the company or at such other place as the Board shall think fit and shall be opened to inspection by the Directors during usual business hours. | 40. The books of accounts shall be kept at the registered office of the company or at such other place as the Board shall think fit and shall be opened to inspection by the Directors during usual business hours. | No Change
AUDIT | AUDIT
41 | 41. Once at last every year the accounts of the company shall be examined and the correctness of the profit and loss account and balance sheet as certained by one or more auditors appointed for the purpose and the provisions of Sections 212 to 215 of the Act, 1994 shall be observed. The remuneration of the auditor shall be fixed by the shareholders in the annual general meeting. | 41. Once at last every year the accounts of the company shall be examined and the correctness of the profit and loss account and balance sheet as certained by one or more auditors appointed for the purpose and the provisions of Sections 212 to 215 of the Act, 1994 shall be observed. The remuneration of the auditor shall be fixed by the shareholders in the annual general meeting. | No Change
RETURNS | RETURNS | RETURNS | この日本語訳は？（報告？） | 商業登記所に対する年次申告の意となります。 | RETURNS
42 | 42. The Board of Directors shall duly comply with the provisions of the act or any statutory modifications thereof for the time being in force. | 42. The Board of Directors shall duly comply with the provisions of the act or any statutory modifications thereof for the time being in force. | No Change | 同左 The Board of Directors shall duly comply with the provisions of the act or any statutory modifications thereof for the time being in force. | 29. The Board of Directors shall duly comply with the provisions of the act or any statutory modifications thereof for the time being in force.
ALTERATION OF ARTICLES | ALTERATION OF ARTICLES
Sec-20: Alteration of articles by special resolution. Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter, exclude from or add to its articles: and any alteration, exclusion or addition so made shall be as valid as if originally contained in the articles, and be subject in like manner to alteration, exclusion or addition by special resolution. | 43 | 43. For any alternation in the Articles of Association of the Company and for the purpose of any special resolution on that behalf at least 21 day s notice shall have to be given to each member individually by registered posit with acknowledgement due at his latest registered address or by personal delivery against a receipt. No alteration shall be deemed to have been passed unless it has the support of 75% of the total votes. | 43. For any alternation in the Articles of Association of the Company and for the purpose of any special resolution on that behalf at least 21 days notice shall have to be given to each member individually by registered post with acknowledgement due at his latest registered address or by personal delivery against a receipt. No alteration shall be deemed to have been passed unless it has the support of 75% of the total votes. | No Change | 省略可 | 省略
OATH OF SECRECY | OATH OF SECRECY | OATH OF SECRECY | OATH OF SECRECY
44 | 44. Every Director, Managing Director, General Manager, Secretary, Auditor, Accounts officer, Agent or other person/ employed in the business of the company shall have to observe strict secrecy respecting all business and transaction of the company with individuals and in all matter relating thereto, shall pledge himself not to reveal any of the matters which may com to his knowledge in course of discharging his such duties except 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 is in order to comply with provisions of the law or these percents. | 44. Every Director, Managing Director, General Manager, Secretary, Auditor, Accounts officer, Agent or other person employed in the business of the company shall have to observe strict secrecy respecting all business and transactions of the company with individuals and in all matter relating thereto, shall pledge himself not to reveal any of the matters which may come to his knowledge in course of discharging his duties except 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 is in order to comply with provisions of the law or these presents. | Spelling change | 秘書役はいない | 同左 Every Director, Managing Director, General Manager, Secretary, Auditor, Accounts officer, Agent or other person/ employed in the business of the company shall have to observe strict secrecy respecting all business and transaction of the company with individuals and in all matter relating thereto, shall pledge himself not to reveal any of the matters which may com to his knowledge in course of discharging his such duties except 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 is in order to comply with provisions of the law or these presents. | Secretaryはいませんが、省略せず記載した方がいいですか？ | 省略可能となります。 | 30. Every Director, Managing Director, General Manager, Secretary, Auditor, Accounts officer, Agent or other person employed in the business of the company shall have to observe strict secrecy respecting all business and transactions of the company with individuals and in all matter relating thereto, shall pledge himself not to reveal any of the matters which may come to his knowledge in course of discharging his duties except 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 is in order to comply with provisions of the law or these presents.
INDEMNITY | INDEMNITY | INDEMNITY | INDEMNITY
45 | 45. The Chairman, the Managing Director, the Director, the Secretary, the Auditors and other officers or employees for the time being in relation to any of the affairs or the company and their heirs, executors and administrations respectively shall be indemnified out of the assets of the company from and against all suits proceedings, costs, charges and losses, damages and expenses for any act done or committed in or about the benefited execution of their duty in their duty in their shall incur or sustain by or through their own willful neglect trustees shall be answerable for the acts, receipts neglect or default of any other officers or trustees for joining in any receipts for the sake of conformity or of the solvency or honesty of any Bankers or other persons with whom any money or effects belonging to the company may be lodged or deposited for the safe custody or any sufficiency or deficiency of any security upon which any money of the company shall be invested or for any other los or damage due to any such case as aforesaid unless the same happens through the willful neglect or default or such officer or trustee. | 45. The Chairman, the Managing Director, the Director, the Secretary, the Auditors and other officers or employees for the time being in relation to any of the affairs or the company and their heirs, executors and administrations respectively shall be indemnified out of the assets of the company from and against all suits, proceedings, costs, charges and losses, damages and expenses for any act done or committed in or about the benefited execution of their duty in their duty in their shall incur or sustain by or through their own willful neglect trustees shall be answerable for the acts, receipts neglect or default of any other officers or trustees for joining in any receipts for the sake of conformity or of the solvency or honesty of any Bankers or other persons with whom any money or effects belonging to the company may be lodged or deposited for the safe custody or any sufficiency or deficiency of any security upon which any money of the company shall be invested or for any other loss or damage due to any such case as aforesaid unless the same happens through the willful neglect or default or such officer or trustee. | No Change | 秘書役はいない | 同左 The Chairman, the Managing Director, the Director, the Secretary, the Auditors and other officers or employees for the time being in relation to any of the affairs or the company and their heirs, executors and administrations respectively shall be indemnified out of the assets of the company from and against all suits proceedings, costs, charges and losses, damages and expenses for any act done or committed in or about the benefited execution of their duty in their duty in their shall incur or sustain by or through their own willful neglect trustees shall be answerable for the acts, receipts neglect or default of any other officers or trustees for joining in any receipts for the sake of conformity or of the solvency or honesty of any Bankers or other persons with whom any money or effects belonging to the company may be lodged or deposited for the safe custody or any sufficiency or deficiency of any security upon which any money of the company shall be invested or for any other loss or damage due to any such case as aforesaid unless the same happens through the willful neglect or default or such officer or trustee. | ①このchairmanの意味は会長ですか？ ②上のOATH OF SECRECYには、chairmanの記載がありませんが不要ですか？ | ①議長となります。 ②OATH OF SECRECYの”other person/ employed in the business”の中にはchairmanも含まれることになるかと存じます。統一性がなく申し訳ございません。 | 31. The Chairman, Managing Director and Directors, secretary and officers shall be in indemnified ty by the Company for all losses and expenditure incurred by him or them respectively in or about the discharge of their duty except for their willful act, neglect or default, and the Directors shall pay out of the fund of the Company in cash all such losses and expenses which the Managing Director or any other directors, officers or servants may in any way incur in discharging his or their duties and the amount for which indemnity provided shall immediately attach a lien on the property of the Company and have priority over all claims. 監査人がシンプルにしてきたので採用 (TCF)赤字部分”ｔｙ”が不要かと存じます。ご確認後削除していただければと存じます。
ARBITRATION 一般的に記載されている 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. | ARBITRATION 追加 32. 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 | WINDING UP | WINDING UP | WINDING UP
Sec-204: Application for winding up of company or an order in that behalf- if any such company or other body corporate or any such managing gaent, or associate, being body corporate, as is mentioned in section 199, is liable to be wound up under this Act, and it appears to the Government from any such report as aforesaid that it is expedient so to do by reasons of any crrcumstances as are referred to in sub- clause(i) or (ii) of clause (b) of section 197, the Government may, unless the company, body corporate, managing agent or associate is already being wound up by the Court, cause to be presented to the Court by the Registrar; (a) a petition for the winding up of the company, body corporate, managing agent, or associate on the ground that it is just and equitable that it should be wound up; (b) an application for an order under section 233; (c) both a petition and an application as aforesaid. | 46 | 46. In all respect the winding up shall be governed by the provisions of the companies Act or any statutory modifications thereof for the time being in force. | 46. In all respect the winding up shall be governed by the provisions of the Companies Act or any statutory modifications thereof for the time being in force. | No Change | 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. | 33. 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.
We the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of 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: | We the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of 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: | No Change | この発起人の記載はこの場所に必要ですか？ | 省略可能となります。通常、我々が作成させていただく付属定款には記載しておりません。 | We the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of 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: