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THE COMPANIES ACT, 1994
(ACT. XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
OF
Daiki Axis Bangladesh Limited
1
THE COMPANIES ACT, 1994
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
Daiki Axis Bangladesh Limited
I. The name of the Company is “Daiki Axis Bangladesh Limited”.
II. The registered office of the Company shall be situated in Bangladesh.
III. The Objects for which the company is established are all or any of the following (all the Objects
will be implemented after obtaining necessary permission from the Government /concerned
authority /competent authority before the commencement of the business):
1. To undertake infrastructure of Development works and in particular treatment and Disposal of
Sewage and setting up of underground Drainage Systems and to Conceive, Plan, Survey, Design,
Study and Evaluate all steps, Processes, Techniques and Methods, Construct, Erect and lay down any
Buildings, Engines, Pumps, Sewers, Tanks, Drains, Culverts, Channels, Sewage Treatment Plant or
other work required for any of the above purposes and to Acquire, Buy, Lease, Hire, Exchange or
otherwise deal in all kinds of properties including private and Government properties for any of the
above purpose.
2. To carry out the business of analyzing, inspecting, and reviewing, testing the water quality of the
Factory and the Water Treatment Plants, Sewage Treatment Plant, Effluent Treatment Plant and
Treatment Equipment of Factories and Industries. To do the business of Water and Sewage Treatment
Plants consultancy and advisory in order to reduce the energy consumption is being used in plants
and to improve efficiency by providing guidelines for proper management of boilers. Bring new
technology into the industry. Research and development of all kinds of treatment plant-related
products and water treatment equipment.
3. To carry on the business of trading, buying, selling, exporters, importers, Marketing, indenters,
commission agents, selling agents, distributors, brokers, stockiest, merchants, wholesalers, retailers,
buyers, manufacturers, general order suppliers, domestically and internationally as dealers and agent
of wastewater treatment plant, effluent treatment plant and sewage treatment plant equipment, as well
as the business of producing, processing, manufacturing, and dealers related types of machinery.
Design, Construction, Supply, and installation up to trial run of Industrial Wastewater Treatment
Plant (ETP), Hospital Wastewater Plant, and Sewage Treatment Plant (STP). Effluent Treatment
Plant (ETP) Modification in relation to capacity enhancement, energy management, and Tertiary
treatment lead up to Zero Liquid Discharge Concept. Design, Construction, Supply, and installation
up to trial run of Water Treatment Plant (WTP).
4. To do Design, Manufacturing, distribution, construction, and maintenance of various types of
wastewater treatment equipment. To carry on the business activities in the field of manufacturing,
trading, installations and/or maintenance of Sewage Treatment Plants including Production, Sales,
Construction, Maintenance of Septic Tanks and Development works in particular.
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5. Selling, leasing, hiring or otherwise dealing in various machines used in the treatment and disposal
of sewage and setting up of underground drainage systems and to conceive, plan, survey, design,
study and evaluate all steps, process, and techniques and methods, construct, erect and lay down any
buildings, engines, pumps, sewers, tanks, drains, culverts, sewage treatment plant or other work
required for any of the above purpose. And to render all services in connection thereto as Planers,
Designers, Consultants, Engineers, Erectors and Installers.
6. To do the business of wholesale business based on water-related household products and to do tile
and sanitary ware store, exterior wall construction for hotels, condominiums, public facilities, and
office buildings. To design and construction of agricultural greenhouses, as well as the construction
of air conditioning and ventilation systems for agricultural greenhouses, solar energy, and a small-
scale wind turbine generator business, groundwater drinkable business, engaged in the residential
drinking water business.
7. To act and to carry on the business as manufacturers, suppliers, and dealers for all types of plants,
machinery, equipment, tools, and other related products in connection with the aforesaid activities in
Bangladesh as well as outside Bangladesh.
8. To attain the business objectives company may enter into Partnership, Joint-venture, take over or
amalgamate with any other company and also to take Loans from Bank/other Financial Institutions
in such a manner as may company thinks fit.
9. To mortgage the property and assets of the company as securities for loans and/or any credit facilities
to be given to any associate company or companies or third-party and also to give guarantee securing
liabilities of such associate company or companies and/or third party.
IV. The liability of the members is limited.
V. The Authorized Share capital of the Company is Taka 10,00,00,000.00 (Ten Crore Taka)
divided into 1,00,00,000 (One Crore) Ordinary Shares of Taka 10/- (Ten) each with the
power to increase and reduce the capital and to divide the shares in the capital for the time being
into several classes and to attach thereto respectively any preferential, deferred, qualified, or special
rights, privileges or conditions as may be determined upon by or in accordance with the regulations
of the Company, and to modify or abrogate any such rights, privileges or conditions in such manner
as may for the time being be provided by the regulations of the Company.
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We the several persons, whose names and addresses are subscribed hereunder, are desirous of being formed
into a company in accordance with this Memorandum of Association and we respectively agree to take the
number of ordinary shares in the capital of the Company as set opposite to the respective names.
Name, Address and Description
Of the Subscribers
Number of
Shares taken
By each
subscriber
Photograph of the
Shareholders
Signature of
Subscribers
1. DAIKI AXIS CO., LTD.
Represented By: Mr. Hiroshi Ogame
Address: 1-9-1 Misawa, Matsuyama-shi,
Ehime 791-8022.
TEL: +81-89-927-2222
Father : Takahiro Ogame
Mother : Yoshiko Ogame
Date of Birth : 26 May 1960
Profession : Business
Nationality : Japanese
e-TIN :
NID/Passport No. : TR7307152
E-mail : hpadmin@daiki-axis.com
50,000
Ordinary shares
(Fifty
Thousand)
2. DAIKI AXIS SINGAPORE PTE.
LTD.
Represented By: Mr. Shinya Takaoka
Address: 8 Temasek Boulevard #35-02A
Suntec Tower Three Singapore (038988).
TEL: +81-3-5829-8534
Father : Kazuo Takaoka
Mother : Umeko Takaoka
Date of Birth : 14 Dec 1964
Profession : Business
Nationality : Japanese
e-TIN :
NID/Passport No. : TT1951819
E-mail : glb-finance@daiki-axis.com
49,50,000
Ordinary shares
(Forty-Nine Lac
Fifty Thousand)
Total. 50,00,000 shares (Fifty Lac Only).
Dated this 2 nd October of 2023.
Witness to the above signatures:
Witness-1 Witness-2
Signature:
Name: Hiroki Ogame Horibuchi Akihiro
Address 1-23-9-701, Yotsuya, Shinjuku-Ku, Tokyo,
Japan.
2-40-3-102, Okusawa, Setagaya Ku, Tokyo To,
158-0083, Japan.
Nationality Japanese Japanese
Occupation Business Business
Telephone +81-90-5145-1602 +81-90-3188-4288
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
(A PRIVATE COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
Daiki Axis Bangladesh Limited
PRELIMINARY
1. The Regulations contained in the Schedule-1 of the Companies Act (XVIII Act of 1994) as applicable to
Private Limited company, shall apply to this Company with regard to such provisions as are not negative
or modified by or as are not contained in the following Articles or any other Articles that may from time
to time be framed by the Company in a General Meeting.
INTERPRETATION
2. In the construction of these Articles unless inconsistent with the context the singular shall include the plural
and the masculine shall include the feminine and vice versa and the following words and expressions shall
have the following meanings: Article means these Articles of Association, Capital means the share capital
for the time being raised, or authorized to be raised, for the purpose of the Company and subject as aforesaid
and unless the context otherwise requires words or expressions contained in these articles, shall bear the
same meaning as in the Act in force at the date at which these articles become binding on the Company.
PRIVATE COMPANY
3. The Company is a private company within the meaning of clause (q) of section 2(1) of the Companies Act
1994 and accordingly: (i) No invitation shall be issued to the public to subscribe for any share or debenture
of the Company; (ii) The number of the members of the Company (exclusive of the persons in the
employment of the Company) shall be limited to fifty, provided that for the purpose of this provision where
two or more persons held one or more shares jointly in the Company, they shall be treated as a single
member; and (iii) The right to transfer the shares of the Company shall be restricted in the manner
hereinafter provided.
SHARE CAPITAL
4. The Authorized Share capital of the Company is Taka 10,00,00,000.00 (Ten Crore Taka) divided into
1,00,00,000 (One Crore ) Ordinary Shares of Taka 10/= (Ten) each with the power to increase and
reduce the capital and to divide the shares in the capital for the time being into several classes and to
attach thereto respectively any preferential, deferred, qualified, or special rights, privileges or conditions
as may be determined upon by or in accordance with the regulations of the Company, and to modify or
abrogate any such rights, privileges or conditions in such manner as may for the time being be provided
by the regulations of the Company.
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SHARE CERTIFICATE
5. The certificate of title of shares and duplicate thereof, whenever necessary, shall be issued to the members
under the common seal of the Company and shall be signed jointly by the Managing Director and any other
Directors as determined by the Board of the Company. Any two or more joint holders of shares for the
purpose of these Articles shall be treated as a single member and the certificate in respect of any such
shares shall, unless authorized by all the joint holders in writing be delivered to the person first named in
the register.
If any certificate is worn out, destroyed, defaced or lost, a new certificate may be reissued in lieu thereof
on such terms and on such indemnity as the Board of Directors may think fit.
TRANSFER AND TRANSMISSION OF SHARES
6. (i). Except as otherwise expressly permitted hereunder, no share of the Company nor any interest therein
shall be transferred, pledged, hypothecated, sold, assigned, or in any way encumbered by any party, unless
such share shall have first been offered in writing for sale to the rest two parties.
(ii). Notwithstanding anything contained in this Articles, such share shall have first been offered in writing
for sale to the rest two parties. Within Sixty (60) days after delivery of such offer of sale, the offeree shall
accept or reject such offer in writing. In the event of such offer being rejected, or in the event of no written
acceptance or rejection being sent by the offeree, the offer or shall be free to transfer or otherwise dispose
of such shares to others within thirty (30) days after the notice of rejection is received or after the expiration
of the above Sixty (60) days period.
ALTERATION OF CAPITAL
7. The Directors may, with the sanction of the Company, in general meeting increase the share capital by
such sum to be divided into shares of such amount, as the resolution shall prescribe. The Company may,
by special resolution, reduce its shares capital in any manner and subject to any incident authorized and
consent required by law.
BORROWING POWERS
8. 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.
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GENERAL MEETING
9. There shall be at least one ordinary general meeting to be called the Annual General Meeting every year.
It should be held every calendar year as soon as practicable after the annual closing of account of the
Company but not later than fifteen months from the date of the last Annual General Meeting of the
Company. The first General Meeting shall be held within 18 months from the date of its incorporation.
The above meeting shall be called Annual General meeting and all other meetings of the members of the
company shall be called Extra-ordinary General Meeting and presided over by the Chairman of the
company and in his absence by any of the Directors of the Board as may be decided.
PROCEEDING AT GENERAL MEETING
10. Subject to the provisions of Section 87(2) of the Companies Act, 1994 related to special resolutions at
least twenty-one days’ notice from the date of posting of the notice specifying the place the date and hour
of the general meeting shall be given and in the case of special business, the general nature of such
business shall be notified to the members, which may, with the written consent of all the members, may
be called by shorter notice and in such manner as the members think fit.
Meeting of Directors may be held at any place and time deemed convenient to them to take place. The
Directors may use electronic means of communication (Online meeting/Video Conference) to conduct
General Meetings, including providing notice, sending proxy forms, and allowing electronic voting. The
Directors may in need, hold it's meeting through video conference using the online platform.
QUORUM (AGM)
11. At least 2 (Two) members either physically or by proxy present will form the quorum for transacting any
business at any General Meeting.
QUORUM (Board Meeting)
12. At least 2 (Two) members of the Board have to present in person and be qualified to vote shall form a
Quorum in any ordinary or extraordinary general meeting. No business shall be transacted or discussed
at any general meeting unless the requisite quorum is present at the commencement of the meeting. The
Chairman of the Board of Directors shall preside over every general meeting. In absence of the Chairman,
any Director elected by the Board shall preside over the meeting.
VOTE OF MEMBERS
13. Any matter which requires a general resolution of shareholders meeting under the Act shall be validly
passed at any Shareholders’ Meeting where the resolution has been approved by the majority of the votes
of the Shareholders present at the Shareholders’ Meeting personally or through their respective proxies
or authorized representatives. Any matter which requires a special resolution of shareholders meeting
under the Act shall be validly passed at any Shareholders’ Meeting where the resolution has been
approved by three-fourths or more of the votes of the Shareholders present at the Shareholders’ Meeting.
Notwithstanding any other provision herein, any resolution at Shareholder’s Meeting shall be made by
poll based on the voting right attached to the Shares, not by showing of hands.
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DIRECTORS
14. Unless otherwise determined by the Company in General Meeting the number of Directors shall not be
less than 02 (Two) and not more than 50 (Fifty). The directors shall be appointed by the members of the
General Meeting of Section 91(1)b of the Companies Act, 1994. The following persons shall be the first
Directors of the Company unless any one of them voluntarily resigns the said office or otherwise removed
them from under the provisions of Section 108(1) of the Companies Act, 1994.
1. Mr. Rui Owase Nominee Director of DAIKI AXIS Co., Ltd.
2. Mr. Masato Hinobayashi Nominee Director of DAIKI AXIS SINGAPORE Pte. Ltd.
3. Mr. Md. Shafiqul Islam Nominee Director of DAIKI AXIS SINGAPORE Pte. Ltd.
QUALIFICATION SHARES
15. The qualification of a Director shall be holding in his/ her own name at least 100 (One Hundred) shares
of the nominal value of Tk. 10/-. In case of the Nominee Director or Representative Director Qualification
is not required.
POWER OF DIRECTORS
16. The Board of Directors shall have power at any time and from time to time to appoint any other person to
be a Director of the Company either to fill up a casual vacancy to the Board by co-option so that the total
number of Directors shall not at any time exceed the maximum number of Directors fixed by the
Company. The management of the business of the Company shall be in the hands of the Board of Directors
who may pay such expenses of any preliminary and incidental to the promotion, establishment and
registration of the Company and do such acts as may be exercised and done by the Company as are not
forbidden by the state or by this Articles required to be exercised or done by the Company in general
meeting, subject nevertheless, to any regulation to be inconsistent with the aforesaid regulations or
provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual.
ALTERNATE DIRECTOR
17. 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.
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MANAGING DIRECTOR
18. Mr. Rui Owase shall be the first Managing Director of the Company for a period of 05 (Five) years from
the date of Incorporation of the Company. He shall perform such functions and exercise such powers as
may be decided by the Board of Directors. The Managing Director shall be a member of the Board but not
be subject to retirement by rotation. Retirement of the Managing Director shall be as per the Act. The
Board of Directors may remove the Managing Director if needed in the interest of the Company by passing
a resolution.
POWER OF MANAGING DIRECTOR
19. Subject to the provision of the Act the day-to-day operations, Management, and Administration of the
Company shall be in the hands of the Managing Director in accordance with the terms of their respective
contracts or in such other manner and to such extent as the Directors may from time to time decide.
BANK ACCOUNT
20. The Company shall open Bank Account with any schedule Commercial Bank/Foreign Bank or Financial
Institutions and shall be operated as per the decision by the Board of Directors of the company from time
to time.
ADVISOR
21. The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of
the Company and fix up their remuneration.
NOTICE
22. When a notice is sent by registered post, service of the notice shall deem to be effectual by properly
addressing, prepaying and posting a letter containing the notice and unless the contrary is proved to have
effect at the time which the letter would deliver by post and Regulation no 113 to 117 of the schedule shall
apply.
Notice sent by e-mail or any other electronic way to such registered address also counts as properly service
of notice as required by the act.
DIVIDEND AND RESERVE
23. The Company at its General Meeting may declare dividends, but no dividend shall be credited as Paid Up
on their respective shares or the members in the capital of the Company at the date to declaration of the
dividend after the creation of reserve as they think it. No dividend shall be payable except out of the profits
of the Company of the year or any other undistributed profits and no dividend shall carry interest as against
the company. The Board of Directors shall have absolute discretion as to the employment of the reserves
created out of the net profit of the company and in declaring fully paid Bonus Shares out of profits. The
Board of Directors may from time to time pay to the members such interim dividends as appear to the
directors justified by the profits of the Company.
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SECRECY
24. The Chairman, Managing Director, Director, Advisor, Manager, Secretary, Auditors, Accountants,
Officers, Agents or other person employed in the business of the company shall have to observe strict
secrecy respecting all matters which may come to his knowledge in the discharge of the duties when
required to do so by resolution of the company or by court of law or where the person connected is required
to do so in order to comply with any provision of the law or in these presents.
ARBITRATION
25. If and whenever any difference shall raise between the Company and any of the members of their
representative touching the construction of any of the Article herein contained or any Act. matter or thing
made, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation
existing between the parties by reasons of these presents or of the statutes or any of them, such difference
shall be forthwith referred to two Arbitrators, one to be appointed by each party and difference to an Umpire
to be chosen by the Arbitrators before entering on the consideration in accordance with the provisions of the
Arbitration Act, 2001.
WINDING UP
26. If the Company is wounded up the surplus assets (subject to any rights attached to any special classes of
shares forming part of the capital for the time being) of the Company be applied first in the repayment of
capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members in
proportion to the number of shares held by them respectively. The Director, the Secretaries, the Auditors
and other Officers or Servants for the time being in relation to any of the affairs of the company be
indemnified out of the assets of the Company from and against all or any act done or omitted in or about
the bonafide execution of their duty.
__________________
Rui Owase
Managing Director
Dated:
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We the several persons, whose names and addresses are subscribed hereunder, are desirous of being formed
into a Company in accordance with this Articles of Association and we respectively agree to take the number
of ordinary shares in the capital of the Company as set opposite to the respective names.
Name, Address and Description
Of the Subscribers
Number of
Shares taken
By each
subscriber
Photograph of the
Shareholders
Signature of
Subscribers
1. DAIKI AXIS CO., LTD.
Represented By: Mr. Hiroshi Ogame
Address: 1-9-1 Misawa, Matsuyama-shi,
Ehime 791-8022.
TEL: +81-89-927-2222
Father : Takahiro Ogame
Mother : Yoshiko Ogame
Date of Birth : 26 May 1960
Profession : Business
Nationality : Japanese
e-TIN :
NID/Passport No. : TR7307152
E-mail : hpadmin@daiki-axis.com
50,000
Ordinary shares
(Fifty
Thousand)
2. DAIKI AXIS SINGAPORE PTE.
LTD.
Represented By: Mr. Shinya Takaoka
Address: 8 Temasek Boulevard #35-02A
Suntec Tower Three Singapore (038988).
TEL: +81-3-5829-8534
Father : Kazuo Takaoka
Mother : Umeko Takaoka
Date of Birth : 14 Dec 1964
Profession : Business
Nationality : Japanese
e-TIN :
NID/Passport No. : TT1951819
E-mail : glb-finance@daiki-axis.com
49,50,000
Ordinary shares
(Forty-Nine Lac
Fifty Thousand)
Total. 50,00,000 shares (Fifty Lac Only).
Dated this 2 nd October of 2023.
Witness to the above signatures:
Witness-1 Witness-2
Signature:
Name: Hiroki Ogame Horibuchi Akihiro
Address 1-23-9-701, Yotsuya, Shinjuku-Ku, Tokyo,
Japan.
2-40-3-102, Okusawa, Setagaya Ku, Tokyo To,
158-0083, Japan.
Nationality Japanese Japanese
Occupation Business Business
Telephone +81-90-5145-1602 +81-90-3188-4288