TSBD MOA AOA　会社定款_2015

This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) A LIMITED BY SHARES PRIVATE COMPANY MEMORANDUM & ARTICLES OF ASSOCIATION OF TS TECH BANGLADESH LIMITED Issue No. 6347 Date:01/12/2015 This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY MEMORANDUM OF ASSOCIATION OF TS TECH BANGLADESH LIMITED I. The name of the company is TS TECH 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 objects will be implemented after obtaining necessary permission from the Government/concerned authority/competent authority before commencement of the business): To carry on the business and set up modern industry for manufacturing, cutting, sewing, assembling, molding, welding, pressing, printing, importing, buying, supplying, selling and exporting goods of all kinds of interior components including transportation vehicle seat, trim cover, door trim, construction equipment, medical equipment, and other products which is according to the demands and international context which made of automotive fabric, imitation leather, genuine leather, thread, urethane slab, plastic parts, stamping parts, and all kinds of raw material and parts. To carry on the business in any part of the world as manufacture, importers, exporters, buyers, sellers and dealers and process and work produce of all kinds. To purchase, acquire, own, lease, sell and convey real properties such as lands, buildings, factories and warehouses and machineries, equipment and other personal properties as may be necessary or incidental to the conduct of the corporate business, and to pay in cash, shares of its capital stock, debentures and other evidences of indebtedness, or other securities, as may be deemed expedient, for any permissible business or property acquired by the corporation. To establish and operate one of more branch offices of agencies and factory to carry on any of all of its operations and business as to place or amount including the right to hold, purchase or otherwise acquire, lease, mortgage, pledge and convey or otherwise deal in and with real and personal property anywhere within Bangladesh. To borrow or raise money necessary to meet the financial requirements of its business by the issuance of bonds, promissory notes and other evidences of indebtedness, and to secure the repayment thereof by mortgage, pledge, deed of trust or lieu upon the properties of the corporation or to issue pursuant to law shares of its capital stock, debentures and other evidences of indebtedness in payment for properties acquired by the corporation or for money borrowed in the prosecution of its lawful business. To invest and deal with the money and properties of the corporation in such manner as may from time to time be considered wise or expedient for the advancement of its interests and to sell, dispose of or transfer the business, properties and goodwill of the corporation or any part thereof for such consideration and under such terms as it shall see fit to accept. Also, to promote and develop advancements of manufacture, provide full range of technical and manpower solution by itself, and with or in cooperation with local and international partners. To attain the business objectives company may enter into Partnership, Joint- venture, take over or Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or 1 2 3 4 5 6 7 8 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. companies and/or third party. IV. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 1000000000 ( One Hundred Crore ) divided into 10000000 ( One Crore ) Ordinary Shares of TK 100 ( One Hundred ) each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub- divide the shares. V. This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Name : Daikatsu Sato Entity Name: TS TECH CO., Ltd. Father's Name : Mr. Tamio Sato Mother's Name : Mrs. Michiko Sato Address : No29, Unit 2401-2, Soi Sukhumvit, 63 (Ekamai), Sukhumvit Road, Khlongton-Nua, Wattana, Bangkok 10110, N/A Date of Birth : 09-DEC-56 E-mail : daikatsu_sato@tstech.co.jp Phone : •{66 (0)92 247 8942 TIN : NID/Passport No. : TZ0527737 Nationality : Japanese Represented By: Yoshiaki Yui Address: 3-7-27 Sakae-cho,Asaka-shi,Saitama 351-0012 Japan Managing Director Share Holder 260 ( Two Hundred Sixty shares) 2599740 ( Twenty Five Lac Ninety Nine Thousand Seven Hundred Forty shares) 1 1 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Md. Waliur Rahman Chowdhury Abu Hyder House # 456, Road # 31, Mohakhali DOHS, Dhaka-1206 Phone : 01761164713 NID : 2690815063910 House # 456, Road # 31, Mohakhali DOHS, Dhaka-1206 01711980831 2696403604392 Phone : NID : Name : Address: This document is digitally signed. Please find the soft copy to verify the signature. THE COMPANIES ACT, 1994 (ACT XVIII OF 1994) PRIVATE COMPANY ARTICLES OF ASSOCIATION OF TS TECH BANGLADESH LIMITED 1. 2. 3. 4. The Regulations contained in the Schedule-1 of the Companies Act, 1994 shall apply to this Company with respect to such provisions as are applicable to a Private Limited Company, so far only as they are not negative or modified by or are not contained in the following articles or any other articles that may from time to time be framed by the Company. In construing of these Articles unless there shall be something repugnant in the subject or context inconsistent therewith: - a. "Act" means the Companies Act, XVIII of 1994. b. "Company" means the TS TECH BANGLADESH LIMITED. c. "Articles" means the Articles of Associations of the Company as originally framed or as altered from time to time, by special resolutions. d. "Special Resolution" and "Extraordinary Resolution" have the meanings given in Section 87 of the Act. e. "Directors" means the Board of Directors of the Company for the time being. g. "Board" or "Board of Directors" means the Board of Directors of the Company for the time being. h. "Register" means the register of members kept pursuant to section 34 of the Act. i. "Office" means the Registered Office of the Company for the time being. j. "Year" means the English Calendar year as followed by the Company. k. "Month" means the calendar month according to the English Calendar year. l. "In Writing" and "written" means written or printed, partly written and partly printed and includes lithography, type printed and other means representing word in a visible form. m. "Member or shareholder" means a duly registered holder of the company and includes the subscriber to the memorandum. n. "Proxy" includes attorney duly constituted under a power of attorney. o. "The Capital" means the share capital for the time being of the Company. p. "Seal" means the common seal of the company. q. "Registrar" means the Register of Joint Stock Companies and Firms, Bangladesh. r. "Dividend" includes bonus subject to prior approval by the Members. s. "Member(s)" shall have the same meaning of shareholder(s). t. "Paid up" in relation to shares includes credited as paid up. u. "Shares" means a share in the capital of the company and includes Ordinary shares and Preference Shares. The Company is a Private Limited Company within the meaning of section 2(1) under clause (Q) of the Companies Act, 1994 and accordingly the following shall apply: a. No invitation shall be issued to the public to subscribe for any share or debenture of the company; b. The number of members of the Company (exclusive of the persons in the employment of the company) shall be limited to fifty; and c. The right to transfer shares of the Company is restricted in the manner and to the extent hereinafter provided. PRELIMINARY INTERPRETATION PRIVATE COMPANY A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 5. 6. 7. 8. 9. 10. 11. 12. 13. The Authorized Share Capital of the Company is TK. 1000000000 ( One Hundred Crore ) divided into 10000000 ( One Crore ) Ordinary Shares of TK 100 ( One Hundred ) each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special rights or privileges or conditions as regards dividends, repayments of capital, voting or otherwise or to consolidate or sub-divide the shares. Subject to the provisions of the Articles, the share shall be under the control of the directors who may allot or otherwise dispose of the same to such person or such persons on such terms and conditions and at such time as the Directors think fit. The shares shall be under the control of the Directors who may allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions, and at par or at premium (subject to the provisions of the Act) as they may from time to time think proper. Shares may be allotted to two or more persons jointly. The Company shall have the power to create and issue preference shares, carrying a right to redemption out of profits or out of proceeds of fresh issue of shares made for the purpose of such redemption, or out of sale proceeds of any property of the Company or liable to be so redeemed at the option of the Company and the Directors may, subject to the provisions of Section 154 of the Act, exercise such power in any manner as they may think fit. The Company in General Meeting may from time to time by ordinary resolution increase its authorised capital by such sum to be divided into shares of such amount as the resolution shall prescribe. Provided that the Board may increase the paid up share capital of the Company up to the authorised share capital. Subject to the confirmation by the court, the Company may by special resolution reduce its share capital in any manner prescribed by the Act. The shares shall be under the control of the directors who may issue and allot them in such manner, as they think fit. They shall in their absolute discretion refuse to allot or issue or transfer or register shares in the name of any particular person without assigning any reason therefore and without incurring any liability by reason of such refusal. Where the Company issue shares which rank equally with or above existing shares in relation to voting and nonvoting distribution rights, those shares shall be offered to the holders of the existing shares in a manner which would if the offer is accepted, maintain the relative voting and nonvoting distribution rights of those shareholders. Shares in the Company may be issued by the directors and any such shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, as the SHARE CAPITAL This document is digitally signed. Please find the soft copy to verify the signature. 14. 15. 16. 17. 18. 19. 20. 21. directors, subject to any ordinary resolution of the Company, determine. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of 75% of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally therewith. The business of the Company shall be commenced from the date of incorporation of the company. The certificate of title to share and duplicate thereof whenever necessary shall be issued to the members under the common seal of the Company and shall be signed by any two of the directors of the Company. If any share certificate is defaced, worn out, destroyed or lost, it may be re-issued on such evidence being produced and such indemnity (if any) being given as the Directors require and (in case of defacement or wearing out) on delivering of the old certificate and on payment of such sum not exceeding Tk.50.00 as the Directors may from time to time require. The Company shall have a lien on every share (not being a fully paid share) for all monies (whether presently payable or not) called or payable at a fixed time in respect of that share, and the Company shall also have lien on all shares (other than fully paid shares) standing registered in the name of a single person for all monies presently payable by him or his estate to the Company. The Directors may declare any share to be wholly or in part exempt from the provisions of this clause. The Company¿s lien, if any on a share or shares, shall extend to all dividends payable thereon. No transfer of any share shall be made or registered without the approval of the Board of Directors who may without assigning any reason decline to give any such approval. No share shall be transferred to any outsiders as long as any existing member is willing to purchase the same at a fair value to be determined by the Directors in a Board Meeting. The certificate of shares shall accompany the instrument of transfer of shares for transfer of shares previously approved by the Board of Directors. BUSINESS SHARE CERTIFICATE LIEN TRANSFER AND TRANSMISSION OF SHARES This document is digitally signed. Please find the soft copy to verify the signature. 22. 23. 24. 25. 26. 27. In the case of death of a member, the survivor where the deceased was a joint holder, and the legal personal representative of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares, but this Articles does not release the estate of a deceased sole/joint holder from any liability in respect of the said share. The Directors may from time to time make calls upon the members in respect of any money unpaid on their shares. Each member shall, subject to receiving at least 14 (fourteen)] days¿ notice specifying time or times of payment, pay to the Company at the time or times so specified the amount called on his shares. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued. The notice shall name a further day (not earlier than the expiration of 14 (fourteen) days from the date of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the time appointed, the shares in respect of which the calls were made will be liable to be forfeited. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made be forfeited by resolution of the Directors to that effect. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall not withstanding remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares but his liability shall cease if and when the Company received payment in full of the nominal amount of the shares. A duly verified declaration in writing that the declarant is a Director of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated, as against all persons claiming to be entitled to the share and that such declaration and the receipt of the Company for the consideration, if any, given for the share on the sale or disposition thereof, shall constitute a good title to the share and the persons to whom the share is sold or disposed of, shall be registered as the holder of the share and shall not be bound to see to the application of purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the preceding the reference to the forfeiture, sale or disposal of the share. The provisions of these Articles as to forfeiture shall apply in the case of non- payment of any sum which by the terms of issue of a share, becomes payable at a fixed time whether on account of the amount of the share or by way of premium, as if, the same had been payable by virtue of a call duly made and notified. CALL ON AND FORFEITURE ALTERATION OF CAPITAL This document is digitally signed. Please find the soft copy to verify the signature. 28. 29. 30. 31. 32. 33. 34. The Company may from time to time through 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 share capital in any manner and with, and subject to any incident authorized and consent required by law. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the share in the original share capital. The Company may in a general meeting: a) consolidate and divide its share capital into shares of larger amount than its existing shares. b) make sub-division of its existing shares or any of them, divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association. c) cancel any share, which on the date of the passing of the resolution have not been taken or agreed to be taken by any person. The Managing Director may from time to time with the approval of the Board of Directors borrow from any source either from any commercial or schedule banks, or financing institutions or firms any sum of money required for the purpose of the Company and secure the payment or repayment of such money so borrowed in such manner and upon such terms and conditions in all respects duly approved by the Board of Directors deemed fit in particular by hypothecation or charge on all or any part of the property of the Company (both present and future) including its uncalled capital for the time being. A general meeting of the Company shall be held within 18 (eighteen) months from the date of incorporation and thereafter at least once in every year at such time not being more than fifteen months after the holding of the last preceding general meeting. The above mentioned general meeting shall be annual general meeting and all other general meeting shall be called extraordinary general meetings. The Directors may whenever they think fit, call an extraordinary general meeting and an extraordinary general meeting also be called on the requisition of the members in accordance with the provisions of Section 84 of the Act. An annual general meeting may be called by giving 14 (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 21 (twenty one) days¿ notice in writing. Provided that a meeting may be called by shorter notice than aforesaid, if it is so agreed in writing by all the members entitled to attend and vote in such meeting. 2 (Two) members, present in person or by proxy shall form a quorum. If within half an hour from the time appointed for the meeting a quorum is not present the meeting if called upon the requisition of members shall be dissolved and in any other case, it shall stand adjourned. The Chairman of the Board of Directors of the Company shall preside over the general meeting of the Company, and if there is no Chairman or the Chairman is not present within 30 (thirty) minutes after the time appointed for holding the meeting or is unwilling to act as Chairman, the members present shall choose one of the members to preside over the meeting. BORROWING POWERS GENERAL MEETING QUORUM (AGM) This document is digitally signed. Please find the soft copy to verify the signature. 35. 36. 37. 38. 39. 40. At any General meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded in accordance with provisions of the Act, declaration by the Chairman that resolution has on a show of hands been carried or carried unanimously or by a particular majority, or lost and an entry to that effect in the book of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against that resolution. If a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be resolution of the meeting at which the poll was demanded. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs. Subject to the provision of Section 87(2) of the Companies Act, relating to special resolutions at least fourteen days¿ notice specifying the place, the day and the hour of the general meeting and in case of special business, the general nature of such business, shall be given to the members in such manner as may be prescribed by the Company in a general meeting, but accidental omission to give such notice, to or non-receipt of such notice by any member shall not invalidate the proceedings of the general meeting. A general meeting may, with the consent in writing of all the member be convened by a shorter notice and in any manner they think suitable. No business shall be transacted in any general meeting unless the quorum of members is present at the time when the meeting proceeds. Not less than 2 (Two) members, present in person or proxy personally present shall form the quorum for general meeting. Notice of the meeting shall be provided as per the provisions of the Companies Act, 1994, in particular section 85 and 87 of the Companies Act, 1994 Every member shall be entitled to be present and vote at any general meeting either personally or by proxy in respect of any shares upon which all calls due to the Company have been paid. On a show of hand every member present in person shall have one vote. On a poll every member shall have one vote in respect of each share held by him. A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote whether on a show of hands or on a poll by his legal guardian and any such guardian may on a poll vote by proxy. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. Any member of the Company, entitled to attend and vote in a meeting of the Company shall be entitled to appoint another person (whether a member or not) as his proxy in accordance with sub Section (1) (d) of Section 85 of the Act. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or if the appointer is a corporation either under the common seal or under the hand of an officer or attorney so authorized. PROCEEDING AT GENERAL MEETING VOTE OF MEMBERS This document is digitally signed. Please find the soft copy to verify the signature. 41. 42. 43. 44. 45. 46. 47. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarised certified copy of that power or authority, shall be deposited at the office not less than 48 (forty eight) hours before the time of holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. Other than institutional shareholder, the qualification of shareholder shall be hold at least 1 (one) share. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2( Two ) and not more than 5( Five ).The following persons shall be the first directors of the company unless anyone of them voluntarily resigns the said office or otherwise removed therefrom under the provisions of section 108(1) of the companies Act, 1994. 1. Daikatsu Sato 2. Yoshiaki Yui (Nominee director of TS TECH Co., LTD.) The remuneration of a Director shall be such sum or sums as the Company may determine at the Company¿s Ordinary General Meeting or Extra-Ordinary General Meeting from time to time. Subject to the applicable provisions of the Act, the immediate holding company for the time being of the company (the appointer) may at any time and from time to time appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director, and remove any director from office. Any appointment or removal of a director under this Article shall be by notice to the company executed by or on behalf of the appointer and shall take effect in accordance with the terms of the notice on receipt of such notice by the company which shall be in hard copy form or in electronic form sent to such address (if any) for the time being specified by or on behalf of the company for that purpose, or, in default of such specification, to the office. The Company may, without prejudice to the provisions of the Act, by ordinary resolution remove any director from office (notwithstanding any provision of these Articles or of any agreement between the Company and such director, but without prejudice to any claim he may have for damages for breach of any such agreement). No special notice need be given of any resolution to remove a director in accordance with this Article and no director proposed to be removed in accordance with this Article has any special right to protest against his removal. The Company may, by ordinary resolution, appoint another person in place of a director removed from office in accordance with this Article. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. The Board of Directors may at any time and shall, upon request of a Director, convene a meeting QUALIFICATION SHARES DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 48. 49. 50. 51. 52. of Directors. Generally three days¿ notice shall be given for meetings of the Directors. This notice can be given by email. However, a meeting may be held on a shorter notice provided all Directors agree. The quorum for transaction of the business i.e. the quorum for the meeting the Board of Directors shall be the 2 (two) Directors. Board meetings may be held by means of telephone or video conferences, subject to appropriate confirmation of decision by circular resolution. The meeting of the Board of Directors shall be held at least once in three months and for such meeting in each year. The meeting may be held at such place within and outside Bangladesh, as may be determined by the directors. Every Director other than nominee director shall vacate his office in the event of: a) He is failing to obtain the qualifying share, b) He becoming bankrupt or insolvent or on becoming unsound mind, c) He resigning from the office by giving notice in writing to the company, d) And if he acts in contravention of the section 86(f) of the Companies Act 1994. The Office of Director shall be vacated if the Director: a) fails to obtain within 2 (two) months from the date of his appointment, or at any time thereafter ceases to hold the share qualification, necessary on his appointment; b) is found to be of unsound mind by a court of competent jurisdiction; c) is adjudged insolvent; d) fails to pay calls made on him in respect of shares held by him within 6 (six) months from the date of such calls; or e) by notice in writing to the Company resigns from his Office. To promote the business interest of the Company the Directors shall have power at any time, and from time to time, to appoint a person as director on fixed remuneration basis. The Directors may from time to time elect a Chairman from the Directors for a period of 1 (one) year. The Chairman shall preside at all the meetings of the Board. The Director may revoke any such election at any time as they think fit. The Directors may from time to time appoint a Managing Director from the Director for a period of 5 (five) years. Such appointed Managing Director shall be subject to the control of the Directors. The Director may revoke any such appointment at any time as they think fit. The Board of Directors of the Company shall appoint an Alternate Director to act for the original Director, during his absence for a period of not less than three months from Bangladesh in which the Meetings of the Board are ordinarily held. The appointment shall be of such person as may in this behalf have been nominated by the original Director. DIRECTORS¿ INTERESTS: A Director who is interested in a transaction to which the Company is a party shall disclose that interest. A Director of the Company is interested in a transaction to which the Company is a party, if, and only if, the Director¿ (a) is a party to or will or may derive a material financial benefit from the transaction; (b) has a material financial interest in another party to the transaction; (c) is a Director, officer or trustee of another party to, or person who will or may derive a material financial benefit from the transaction, not being a party or person that is- DISQUALIFICATION OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 53. 54. 55. 56. 57. 58. 59. the Company's holding Company, being a holding Company of which the Company is a wholly-owned subsidiary; a wholly-owned subsidiary of the Company; or a wholly- owned subsidiary of a holding Company of which the Company is also a wholly- owned subsidiary; (d) is the parent, child or spouse of another party to or person who will or may derive a material financial benefit from the transaction; or (e) is otherwise directly or indirectly materially interested in the transaction. A Director of the Company is not interested in a transaction to which the Company is a party, if the transaction comprises only the giving by the Company of security to a third party which has no connection with the Director, at the request of the third party, in respect of a debt or obligation of the Company for which the Director or another person has personally assumed responsibility in whole or in part, under a guarantee, indemnity or by the deposit of a security. A Director of the Company who is interested in a transaction entered into or to be entered into by the Company, may¿ vote on a matter relating to the transaction; attend a Meeting of Directors at which a matter relating to the transaction arises and be included among the Directors present at the Meeting for the purpose of a quorum; sign a document relating to the transaction on behalf of the Company; and do any other thing in his capacity as a Director in relation to the transaction, as if the director was not a party interested in that transaction; A Director of the Company who has information in his capacity as a Director or employee of the Company which would not otherwise be available to him, must not disclose that information to any person or make use of or act on the information, except¿ for the purposes of the Company; as required by law; or in accordance with this Article; in any other circumstances in which the Company¿s Articles authorise the director to do so; A Director of the Company may disclose, make use of or act on information if¿ the Director is first authorized to do so by the Board under this Article; and Particulars of the authorization are entered in the interests register. The Board may authorize a Director to disclose, make use of or act on information, if it is satisfied that to do so will not be likely to prejudice the Company. A Director shall disclose all dealings in shares of the Company in which he has a relevant interest. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in forming and registering the Company. The Directors may exercise all such powers of the Company as are not, by the Companies Act, 1994 or by these articles, required to be exercised by the Company in general meeting. The management of the Company will rest with the Directors who can exercise all such functions/powers as may be necessary or desirable to carry out the management and business of the Company. The Directors shall duly comply with the provisions of the Companies Act, 1994. Without prejudice to the general powers conferred by the last preceding Article and the other powers conferred by these presents, it is hereby expressly declared that the Directors shall have the following powers with the approval from the Board of Directors that is to say, power:- POWER OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 60. 61. 62. 63. a. To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company. b. To generally manage all concern and affairs of the Company to appoint and employ officers, agents, organizers, experts, scientists, workmen, technicians, day labours, servants and others for the purpose of the Company and to remove or dismiss them and appoint others in their places and to pay and allow the persons to be employed as aforesaid such salaries, commissions, wages or other remuneration as may be deemed fit and proper and in particular to sanction and spend the preliminary expenses of the Company. c. To purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire at such price and generally on such terms and conditions, as they think fit. d. To appoint at it's discretion, remove or suspend such agents, managers, secretaries, officers, clerks and servants for permanent, temporary or special service as the Board may from time to time think fit and to determine their powers and duties and fix their salaries or emoluments and to require security in such instance and to such amount as the Board thinks fit. e. To demand dues, to effect all receipts and discharges of all kinds of covenants, agreements, conditions to take proceeding, civil, criminal or otherwise for recovery of such debts, money rent, dues, damages and compensation in respect of such debts. To purchase or otherwise acquire for the Company any property, rights or privileges such as the Company is authorised, to acquire at such price and generally on such terms and conditions as they think fit. To establish branch Offices, agencies, sub-agencies in any part in Bangladesh or elsewhere on such terms as they think fit and to close the same. f. To sign cheques, drafts, certificates and other documents on behalf of the Company. To purchase, sell and let, exchange or otherwise dispose of absolutely or conditionally any property, for the purpose of the Company, subject to the approval of the Board. To settle, compound, submit to arbitration and compromise and withdraw all action, demands whatsoever arising in any legal proceedings or otherwise. To grant any power of attorney, general or special, on behalf of the Company, to any director, officer, employee, person or persons of the Company or to any company and give full power and authority to appoint one or more substitutes to do, execute and perform all or any such matters or things as aforesaid. g. To invest the fund of the Company or to dispose of the same on behalf of the Company as may be deemed fit and proper by them. To execute and sign in the name of the Company all such deeds and documents as are necessary for the welfare of the Company. To give donation or subscription to public or other useful This document is digitally signed. Please find the soft copy to verify the signature. 64. 65. 66. 67. 68. 69. objects. To admit execution of documents before any Registrar, Sub Registrar or any other government authority and to conduct or defend any case before him. h. To sign and verify plaints, petition, written statements, compromise, vokalatnamas authorising legal and tax practitioners to act on behalf of the Company in all courts, civil, criminal or revenue, taxation etc. and generally to do all other things for and on behalf of the Company. To appoint advisors, consultants, expertise either local or foreign or both on such terms and conditions as considered expedient. i. To pay for any property, rights, and privileges acquired by the Company in cash or in shares of the Company and any such shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon. j. To secure the fulfilment of any contract or engagements entered into by the Company by mortgage or charge on all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they may think fit. k. To accept from any member, on such terms and conditions as shall be agreed but subject to the provisions of the Act, as surrender of his share or any part thereof. l. To deal with any of the moneys of the Company not immediately required for the Company's purpose in or upon such investments or securities (not being shares in this Company) and in such manner as they may think fit, and from time to time to vary or realize such investments. m. To provide for the welfare of the employees of the Company and their wives and dependents and to award bonus or other payments for the benefits of such persons as may appears to the Directors just proper and to set aside a portion of the profit of the Company to form a fund to build or contribute to the building of houses and subscribing to provident fund and other funds and establishment of schools, recreation centres and hospitals which will, the opinion of the Directors, tend to increase the repute of the Company among its employees and the public. There will be a meeting of the Directors at least once in every 3 (three) months for dispatch of business, adjournment and otherwise regulation of meetings. Questions arising at any such meeting shall be decided by a majority of votes. Yoshiaki Yui (Nominee director of TS TECH Co., LTD.) shall be the first Chairman of the Company. She/he will hold and occupy the position for a period of 5 (five) years on such terms and condition as the Board thinks fit and may from time to time remove or dismiss him from office or until she/he resigns voluntarily or becomes disqualified under the provision of section 108 (1) of the Companies Act 1994. She/he shall preside over all the meetings of the board of Directors as well as General Meeting or Extra-ordinary General Meeting. Daikatsu Sato shall be the first Managing Director of the Company for a period of 5 PROCEEDING OF DIRECTORS CHAIRMAN MANAGING DIRECTOR This document is digitally signed. Please find the soft copy to verify the signature. 70. 71. 72. 73. 74. 75. (five) years from the date of incorporation of the company on such terms and condition as the Board thinks fit and may from time to time remove or dismiss him from office and shall hold his positions until he resigns voluntarily or otherwise becomes disqualified under the provision of this articles or the Act. Subject to the control and supervision of the Board of Directors, the Managing Director shall exercise the following powers:- a. Control over the management of the business of the Company with full power to do all acts, matters and things deemed necessary, proper and expedient for carrying on the normal day to day business of the Company. b. To make and sign all contracts to the business of the Company including contracts for sales and purchases and contracts for leases of property. c. To have the engagement and dismissal of managers, other officers, assistants, clerks, agents and special services and to determine their authorities and duties and to fix their authorities and to fix their remuneration. d. Full power to draw, sign, accept, endorse and negotiate, on behalf of the Company, all bills of exchange, promissory notes, cheques, government papers and securities and all other instruments as shall necessary, proper and expedient for carrying on the business of the Company. e. To sign all receipt for money paid to the Company and all vouchers of payment made by the Company and such signature shall be an effectual discharge for the money's therein stated to have been received or paid. All the power, authority and discretion of the Board of Directors of the Company except as those which are otherwise stated by the Companies Act 1994 or by these presents are expressly directed to be exercised by the Board of Directors collectively or by the shareholders in Ordinary General Meeting or Extra-Ordinary General Meeting. 2 (Two) Directors present in person or by proxy shall form a quorum of Board Meeting. The Chairman of the Company shall preside over the meeting of the Board. In his absence, or if there is no Chairman, any of the Directors present shall hold the Chair. A resolution in writing approved by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. The Directors may participate in a meeting of the Directors by means of telephone or video conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a Director to be in the physical presence of another Director(s) and participation in the meeting in this manner shall be deemed QUORUM (Board Meeting) This document is digitally signed. Please find the soft copy to verify the signature. 76. 77. 78. 79. 80. 81. 82. to constitute presence in person at such meeting. The Directors participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum. All resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held. A meeting conducted by means of telephone or video conference or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the meeting, provided that at least 1 (one) of the Directors present at the meeting was at that place for the duration of the meeting. he Company shall open account (s) in its name in any bank and bank accounts would be operated by such person (s) authorised by the board of directors from time to time. The common seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors in the presence of at least two Directors who shall sign such instrument to which the seal of the Company is so affixed in their presence. The Company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the Directors. The Directors may from time to time pay the members such interim dividends as appears to the Directors to be justified by the profits of the Company. No dividend shall be paid otherwise than out of profits of the year or any other undistributed profits. Subject to the rights of person, if any entitled to shares with special rights to dividends, all dividends shall be declared and paid according to amount paid on the shares. The Directors may before recommending any dividend set aside out of profits of the Company such sums as they think proper, as a reserve or reserves which shall at the discretion of the Directors be applicable for meeting contingencies or for equalizing dividends or any other purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investment other than shares of the Company, as the directors, may from time to time think fit. If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend payable on the share. Notice of any dividend that has been declared shall be given in the manner hereinafter mentioned to the person entitled to shares on which such dividend has been declared. No dividend shall bear interest against the Company. The Directors shall cause to be kept proper books of account with respect to: (a) all sums received and spent by the Company, (b) all sales and purchases of goods and services by the Company, (c) the assets and liabilities of Company. BANK ACCOUNT COMMON SEAL DIVIDEND AND RESERVE ACCOUNTS AND AUDIT This document is digitally signed. Please find the soft copy to verify the signature. 83. 84. 85. 86. 87. 88. 89. 90. The books of account shall be kept at the registered office of the Company or at such place as the Directors shall think suitable and shall be open to inspection by the Directors during business hours. Once at least every year the accounts of the Company shall be examined and the correctness of the profit and loss account and balance sheet ascertained by one or more Auditors appointed for the purpose and the provision of Section 210 to 213 of the Companies Act 1994. The Company in Annual General Meeting shall fix the remuneration of the auditors except that they fix the remuneration of any auditor appointed by the Board of Directors. Auditors shall be appointed at each Annual General Meeting of the Company and shall hold Office until the next Annual General Meeting. The Auditors of the Company shall be entitled to receive notice of and to attend any Annual General Meeting of the Company at which any accounts which have been examined or reported or reported on by them are to be laid before the Company and may take any statement or explanation they desire with respect to the Accounts. The Managing Director and Directors, Officer, Servant shall be indemnified by the Company for all losses and expenditure incurred by him or them respectively in or about the discharge of their duty except their wilful act, negligence or default and shall be the duty of the directors to pay out of the fund of the Company in cash all losses and expenses which the Managing Director or any other directors, officers or servants may in any way incur in the discharge of his or their duties and the amount for which indemnity is provided shall immediately attach a lien on the property of the Company and have priority over all claims. Every Director, Manager, Auditor, Secretary, Treasurer, Officer, Servant, Agent, Accountant or any other person employed in business of the Company shall observe strict secrecy respecting all process of manufacture, trade secrets and all transactions of the Company with individuals and in all matters relating thereto and shall pledge himself as not to reveal any of the matters which may have come to his knowledge in the discharge of his duties except when required to do so by the Directors or by a court of law or by the person to whom such matter relate and except so far as may be necessary in order to comply with any of the provision in these presents contained. Any Director, Manager, Clerk, Servant, Assistant, Engineer, Representative, Agent or Employee of the Company is proved to the satisfaction of the Board of Directors to have been faulty of disclosing the secret of the Company shall be liable to instant dismissal with or without any notice suspension or payment of damages at the discretion of the Directors. 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 INDEMNITY ARBITRATION This document is digitally signed. Please find the soft copy to verify the signature. 91. 92. 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. The company may be wound up in accordance with the provisions of the Companies Act, 1994. lf the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital such assets shall be distributed so that as nearly as may be the losses shall be borne by the members in proportion to the capital paid up or whom ought to have been paid-up at the commencement of the winding up on the number of shares held by them respectively, and if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up the excess skill be distributed amongst the members in proportion to the capital paid up or which ought to have been paid-up at the commencement of winding up on the shares held by them respectively. But this article is to be without prejudice to the rights of the holders of the share issued on special terms and conditions. WINDING UP This document is digitally signed. Please find the soft copy to verify the signature. We, the several persons, whose names addresses are subscribed below are desirous of being formed into a company in accordance with this Articles of Association and we respectively agree to take the number of shares in the capital of the company set opposite to our respective names. Name : Daikatsu Sato Entity Name: TS TECH CO., Ltd. Father's Name : Mr. Tamio Sato Mother's Name : Mrs. Michiko Sato Address : No29, Unit 2401-2, Soi Sukhumvit, 63 (Ekamai), Sukhumvit Road, Khlongton-Nua, Wattana, Bangkok 10110, N/A Date of Birth : 09-DEC-56 E-mail : daikatsu_sato@tstech.co.jp Phone : •{66 (0)92 247 8942 TIN : NID/Passport No. : TZ0527737 Nationality : Japanese Represented By: Yoshiaki Yui Address: 3-7-27 Sakae-cho,Asaka-shi,Saitama 351-0012 Japan Managing Director Share Holder 260 ( Two Hundred Sixty shares) 2599740 ( Twenty Five Lac Ninety Nine Thousand Seven Hundred Forty shares) 1 1 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Md. Waliur Rahman Name : Chowdhury Abu Hyder House # 456, Road # 31, Mohakhali DOHS, Dhaka-1206 Phone : NID : 01761164713 2690815063910 Address: House # 456, Road # 31, Mohakhali DOHS, Dhaka-1206 01711980831 NID : 2696403604392 Phone :