MOA AOA - Copy

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 Nippon Signal Bangladesh Private Limited Issue No. 332230 Date: 09/11/2022 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 Nippon Signal Bangladesh Private Limited I. The name of the company is Nippon Signal Bangladesh Private Limited II. The registered office of the company shall be situated in Bangladesh III. The objects for which the company is established are all or any of the following (all objects will be implemented after obtaining necessary permission from the Government/concerned authority/competent authority before commencement of the business): To provide mobility solutions for achieving safe and comfortable transportation, for:(i)Rail solutions:To undertake the import/export, design, procurement, assembly, manufacture, sale, installation, construction, repair, and maintenance of:(a) railway signaling systems include but not limited to automatic train supervision system, communication-based train control system, automatic train protection system, centralized traffic control device, programmed route control, integrated traffic control system, interlocking system, train detection system, field equipment, brake shoe, information board, alarm, signal relay, telecommunication system, disaster prevention information system, remote monitoring system, and other equipment, accessories, components, and materials, thereof (b) automatic fare collection systems including but not limited to automatic passenger gate, automatic ticket vending machine, automatic fare adjustment machine, central clearing house system, central computer, station computer, add value machine, ticket office machine and other equipment, accessories, components, and materials, thereof and (c) platform screen door system, sensors, robot, and other equipment, accessories, components and materials, thereof. (ii) Road solutions: To undertake the import/export, design, procurement, assembly, manufacture, sale, installation, construction, repair, maintenance of: (a) smart mobility systems including but not limited to road traffic control system, traffic signal controller, traffic light, bus rapid transit system, information board, emergency power supply, detectors and other equipment, accessories, components and materials, thereof and (b) parking systems including but not limited to parking control system, car gate, automatic casher terminal, pre-exit casher terminal, ticket issuing machine, number plate recognition device, tire lock device and other equipment, accessories, components and materials, thereof. (iii) Security, sensing solutions and any other social infrastructure solutions:To undertake the import/export, design, procurement, assembly, manufacture, sale, installation, construction, repair, maintenance of:(a) security systems including but not limited to automatic security gates, body communication system, IC tag system and other equipment, accessories, components & materials, thereof. (b) sensors including but not limited to laser ranging image sensor, ground-penetrating radar and other equipment, accessories, components and materials, thereof.(c) social infrastructure equipment including but not limited to communication and transmission equipment, synthetic resin moldings, OA equipment disaster prevention equipment, medical & healthcare equipment, robot, and other electrical and electric equipment and machinery. (d) ticket office service, reception desk service & cleaning service for stations, bus stops and any other transportation facilities and other commercial buildings. To provide technical advisory, technical support, consulting services, engineering service, supervisory, personnel dispatch and to enter into joint ventures, licensing agreements, leasing business, agency business and other support activities relating to above clauses in (i), (ii) and (iii). 1 2 3 4 5 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. To attain the business objectives company may enter into Partnership, Joint- venture, take over or amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third- party and also to give guarantee securing liabilities of such associate company or companies and/or third party. To attain the business objectives company may enter into Partnership, Joint- venture, take over or Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions in such a manner as may company thinks fit. To mortgage the property and assets of the company as securities for loans and/or any credit facilities to be given to any associate company or companies or third party and also to give guarantee securing liabilities of such associate company or companies and/or third party. 6 7 8 9 IV. The liability of the members of the company is limited by shares The Authorized Share Capital of the Company is TK. 350000000 ( Thirty Five Crore ) divided into 3500000 ( Thirty Five Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with power to increase or reduce the capital and to divide the shares into different classes and to attach thereto any special right or privileges or conditions as regards dividends, repayment of capital, voting or otherwise or to consolidate or sub- divide the shares. V. 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. Entity Name: Nippon Signal Co., Ltd. Represented By: HIDEHIKO TSUKAMOTO Entity Name: Nisshin Electronics Service Co., Ltd. Represented By: TOSHIO TAKANO Represented By: Represented By HIDEHIKO TSUKAMOTO Address: 1-5-1, Marunouchi, Chiyoda-ku, Tokyo 100-6513, Japan Represented By: Represented By TOSHIO TAKANO Address: 1-5-1, Marunouchi, Chiyoda-ku, Tokyo 100-6513, Japan Share Holder Share Holder 2310000 ( Twenty Three Lac Ten Thousand shares) 990000 ( Nine Lac Ninety Thousand shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: SEIGO HAYASHI AYA GUNASEKARA 37, Ichigaya-koracho, Shinjuku-ku, Tokyo, Japan. Phone : +81-90-5422-0913 NID : 7-1, Agatahigashi, Nichinan-shi, Miyazaki, Japan. +81-80-7722-8148 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 Nippon Signal Bangladesh Private Limited 1. 2. 3. 4. 5. The Regulations contained in the Schedule- 1 of the Companies Act (XVIII Act of 1994) as applicable to Private Limited company, shall apply to this Company with regard to such provisions as are not negative or modified by or as are not contained in the following Articles or any other Articles that may from time to time be framed by the Company in a General Meeting. In the construction of these Articles unless inconsistent with the context the singular shall include the plural and the masculine shall include the feminine and vice versa and the following words and expressions shall have the following meanings: Article means these Articles of Association, Capital means the share capital for the time being raised, or authorized to be raised, for the purpose of the Company and subject as aforesaid and unless the context otherwise requires words or expressions contained in these articles, shall bear the same meaning as in the Act in force at the date at which these articles become binding on the Company. The Company is a private company within the meaning of clause (q) of section 2(1) of the Companies Act 1994 and accordingly: (i) No invitation shall be issued to the public to subscribe for any share or debenture of the Company; (ii) The number of the members of the Company (exclusive of the persons in the employment of the Company) shall be limited to fifty, provided that for the purpose of this provision where two or more persons held one or more shares jointly in the Company, they shall be treated as a single member; and (iii) The right to transfer the shares of the Company shall be restricted in the manner hereinafter provided. The Authorized Share Capital of the Company is TK. 350000000 ( Thirty Five Crore ) divided into 3500000 ( Thirty Five Lac ) Ordinary Shares of TK 100 ( One Hundred ) each The Authorized Share capital of the Company is Taka 35,00,00,000.00 (Thirty-Five Crore Taka) divided into 35,00,000 (Thirty-Five Lac) Ordinary Shares of Taka 100/= (One Hundred) each with the power to increase and reduce the capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential, deferred, qualified, or special rights, privileges or conditions as may be determined upon by or in accordance with the regulations of the Company, and to modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the Company. The certificate of title of shares and duplicate thereof, whenever necessary, shall be issued to the members under the 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. PRELIMINARY INTERPRETATION PRIVATE COMPANY SHARE CAPITAL SHARE CERTIFICATE A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 6. 7. 8. 9. 10. 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. (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. The Directors may, with the sanction of the Company, in general meeting increase the share capital by such sum to be divided into shares of such amount, as the resolution shall prescribe. The Company may, by special resolution, reduce its shares capital in any manner and subject to any incident authorized and consent required by law. The Board of Directors may, from time to time, raise or borrow any sum or sums of money for the Company from any person, bank, firms, companies and particularly from any Director and may secure the payment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by making, drawing, accepting or endorsing on behalf of the Company any promissory notes or giving or issuing any other security of the Company or by mortgage or by charge or by the perpetual or terminable and with or without a trust deed charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being. There shall be at least one ordinary general meeting to be called the Annual General Meeting every year. It should be held every calendar year as soon as practicable after the annual closing of account of the Company but not later than fifteen months from the date of the last Annual General Meeting of the Company. The first General Meeting shall be held within 18 months from the date of its incorporation. The above meeting shall be called Annual General meeting and all other meetings of the members of the company shall be called Extra-ordinary General Meeting and presided over by the Chairman of the company and in his absence by any of the Directors of the Board as may be decided. Subject to the provisions of Section 87(2) of the Companies Act, 1994 related to special resolutions at least twenty-one days¿ notice from the date of posting of the notice specifying the place the date and hour of the general meeting shall be given and in the case of special business, the general nature of such business shall be notified to the members, which may, with the written consent of all the members, may be called by shorter notice and in such manner as the members think fit. TRANSFER AND TRANSMISSION OF SHARES ALTERATION OF CAPITAL BORROWING POWERS GENERAL MEETING PROCEEDING AT GENERAL MEETING This document is digitally signed. Please find the soft copy to verify the signature. 11. 12. 13. 14. 15. 16. 2 (Two) At least 2 (Two) members either physically or by proxy present will form the quorum for transacting any business at any General Meeting. 2 (Two) 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. 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. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2( Two ) and not more than 10( Ten ).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. AKIFUMI YOSHIDA (Nominee Director of Nippon Signal Co., Ltd.) 2. KUNIHARU ZUSHI (Nominee Director of Nisshin Electronics Service Co., Ltd.) 3. HIDEO OSHIMA (Nominee Director of Nippon Signal Co., Ltd.) The qualification of a Director shall be holding in his/ her own name at least 100 (One Hundred) shares of the nominal value of Tk. 100/-. In case of Nominee Director or Representative Director Qualification is not required. The Board of Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill up a casual vacancy to the Board by co-option so that the total number of Directors shall not 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. QUORUM (AGM) QUORUM (Board Meeting) VOTE OF MEMBERS DIRECTORS QUALIFICATION SHARES POWER OF DIRECTORS ALTERNATE DIRECTOR This document is digitally signed. Please find the soft copy to verify the signature. 17. 18. 19. 20. 21. 22. 23. 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. HIDEO OSHIMA (Nominee Director of Nippon Signal Co., Ltd.) shall be the first Chairman of the Company for a period of 05 (Five) years from the date of Incorporation 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. Remuneration and other facilities of the Chairman shall also be determined by the Board of Directors from time to time. AKIFUMI YOSHIDA (Nominee Director of Nippon Signal Co., Ltd.) 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. Subject to the provision of the Act the day to day operations, Management and Administration of the Company shall be in the hands of the Managing Director in accordance with the terms of their respective contracts or in such other manner and to such extent as the Directors may from time to time decide. The Company shall open Bank Account with any schedule Commercial Bank/Foreign Bank or Financial Institutions and shall be operated as per decision by the Board of Directors of the company from time to time. The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of the Company and fix up their remuneration. When a notice is sent by registered post, service of the notice shall deem to be effectual by properly addressing, prepaying and posting a letter containing the notice and unless the contrary is proved to have effect at the time which the letter would deliver by post and Regulation no 113 to 117 of the schedule shall apply. Notice sent by e-mail or any other electronic way to the such registered address also counts as properly service of notice as required by the act. CHAIRMAN MANAGING DIRECTOR POWER OF MANAGING DIRECTOR BANK ACCOUNT ADVISOR NOTICE This document is digitally signed. Please find the soft copy to verify the signature. 24. 25. 26. 27. 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 Share out of profits. The Board of Directors may from time to time pay to the members such interim dividends as appear to the directors justified by the profits of the Company. The Chairman, Managing Director, Director, Advisor, Manager, Secretary, Auditors, Accountants, Officers, Agents or other person employed in the business of the company shall have to observe strict secrecy respecting all matters which may come to his knowledge in the discharge of the duties when required to do so by resolution of the company or by court of law or where the person connected is required to do so in order to comply with any provision of the law or in these presents. If and whenever any difference shall raise between the Company and any of the members of their representative touching the construction of any of the Article herein contained or any Act. matter or thing made, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reasons of these presents or of the statutes or any of them, such difference shall be forthwith referred to two Arbitrators, one to be appointed by each party and difference to an Umpire to be chosen by the Arbitrators before entering on the consideration in accordance with the provisions of the Arbitration Act, 2001. If the Company is wounded up the surplus assets (subject to any rights attached to any special classes of shares forming part of the capital for the time being) of the Company be applied first in the repayment of capital paid up on the ordinary shares and the excess (if any) shall be distributed among the members in proportion to the number of shares held by them respectively. The Director, the Secretaries, the Auditors and other Officers or Servants for the time being in relation to any of the affairs of the company be indemnified out of the assets of the Company from and against all or any act done or omitted in or about the bonafide execution of their duty. DIVIDEND AND RESERVE SECRECY ARBITRATION WINDING UP 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. Entity Name: Nippon Signal Co., Ltd. Represented By: HIDEHIKO TSUKAMOTO Entity Name: Nisshin Electronics Service Co., Ltd. Represented By: TOSHIO TAKANO Represented By: Represented By HIDEHIKO TSUKAMOTO Address: 1-5-1, Marunouchi, Chiyoda-ku, Tokyo 100-6513, Japan Represented By: Represented By TOSHIO TAKANO Address: 1-5-1, Marunouchi, Chiyoda-ku, Tokyo 100-6513, Japan Share Holder Share Holder 2310000 ( Twenty Three Lac Ten Thousand shares) 990000 ( Nine Lac Ninety Thousand shares) 1 2 sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: SEIGO HAYASHI Name : AYA GUNASEKARA 37, Ichigaya-koracho, Shinjuku-ku, Tokyo, Japan. Phone : NID : +81-90-5422-0913 Address: 7-1, Agatahigashi, Nichinan-shi, Miyazaki, Japan. NID : +81-80-7722-8148 Phone :