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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM
&
ARTICLES OF ASSOCIATION
OF
TS TECH BANGLADESH LIMITED
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THE COMPANIES ACT, 1994
(ACT XVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
TS TECH BANGLADESH LIMITED
I. The name of the company is TS TECH BANGLADESH LIMITED
11. The registered office of the company shall be situated in Bangladesh
Ill. The objects for which the company is established are all or arty of the following (all objects will
be implemented after obtaimng necessary permission from the Government/concerned
authority/competent authority before commencemertt of the business) :
1 To carry on the bitsiness and set up modern industry for manufacturing, cutting, sewing,
assembling, molding, welcling, 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, imitatiort leather, genuine leather, trtread, urethane slab, plastic parts, stamping
parts, and all kir`ds of raw material and parts.
2 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.
3 To purchase, acquire, own, lease, sell and convey real properties such as lands, buildings,
factories and warehouses and machineries, equipment and other persor`al 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 evidence of indebtedness, or other
securities, as may be deemed expeclient, for any permissible buslness or property acquired
by the corporation.
4 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 c)therwise 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 ancl 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 ancl properties of the corporation in such manner as
may from time to time be considered wise or expedient for the advancemeFtt of its interests
and to sell, dispose Of or transfer the business, properties and goc)clwill 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.
7 To attain the business objectives company may enter into Partnership, Joint venture, take over
or Amalgamate with arty other company and also to take Loans from Bank/other Financial
Institutions in such a manner as may company thinks fit.
8 To mortgage the property and assets of the company as securities for loans and/or any credit
facilities to be given to arty associate company or compan.ies or third party and also to give
guarantee securing liabilities Of such associate company or companies and/or third party.
P15oo:oTffi
IV. The liability Of the members of the company is limited
v. I:h:;eA:§teo¥o5jozfdd§§e:reteh€ra:pr::p;:£::,:;f:gdh:::r:: ,t:hf:¥#Loro:5otRE
thereto any special right or privileges or conditions as regards
voting or otherwise or to consolidate or sub-divide the shares.€ria"
Hthdred Crore) divided
dBeach with power to
lasses and to attach
repayment of capital,
We, the several persons, whose rtames 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.
SLNo. Name Position No. ofSharesTakert Signatureofsubscribers
1 Name : Daikatsu Sate Managlng 260
sd/- Father's Name : Mr. Tamio Sato Director (Two
Mother's Name : Mrs. Michiko Sato Hundred
Address : No29, Unit 2401-2, Sol SukhurrIvit, 63 Sixty
(Ekamai), Sukhumvit Roac!, Khlongtc>n-Nua, shares)
Wattana, Bangkok 10110, N/A
Date of Birth : 09-DEC-56
E-mail : daikatsiLsato@tstech.co.jp
Phone : .{66 (0}92 247 8942
TIN:
NID/Passport No. : TZ052.7737
Nationality : Japanese
1 Entity Name: TS TECH CO., Ltd. Share 2599740
sd/- Represented By: Yoshiaki Yui Holder (Twenty
Address : 3-7-27 Sakae-cho,Asaka-shi,Saitama Five Lac
351-0012 Japan Ninety NineThousandSevenHundredFortyshares)
I-.:`.-----::--.---jf-^`----,-
Ei=_
THE COMPANIES ACT, 1994
(ACT IVIII OF 1994)
A PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
TS TECH BANGLADESH LIMITED
PRELIMINAFtY
1. The Regulationsr contained in the Schedule-1 of the Comparties. 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.
INTERPRETATION
2. In construing of these Articles unless there shall be something repugnant in the
subject or context inconsistent therewith: -
a. .'Act" means the Compenies Act, XVIII of 1994. b. "Company" means the TS TEcli
BANGLADESH LIMITED. c. "Articles" means the Articles of Associat.Ions of the Company
as originally framed or as altered from time to time, by special resolutions.
d. "Special Resolution" and "Extraorclinary 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" mearns the register of members
kept pursuant t:a 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 trte Cc}mpeny. k. "Month" means the calendar month according to the English
Calerrdar year.
3. I. '.In Writing" arid "written" means written or printed, partly written and partly printed
and includesr lithography, type printed and other mearis representing word in a visible
form. in. "Member or shareholder" means a duly registered holder of the company
and inclucles the subscriber to the memorandum. n. "Proxy" includes attorney duly
constitutecl under a power of attorney. o. "The
the tilfte beingL of the Company. p. "Registrar"
Companies and Firms, Bangladesh. q. "Divide
approval by the Members. r. "Member(s)" sha
shareholder(s). s. "Pa*d up" in relation to shaITes includes
"Shares" rneaFTs a share in the capital of the
and Preference Shares.
he share capital for
ister Of Joint Stock
subject to prior
e Same meaning of
credited as paid up. t.
hues ordinary shares
pRlvATE cOMPAN`rm cffl rvT-
4. The Corrpeny 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 irtvitation shall be issued to the public to subscribe for any share or debertture
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 t:o the
extent hereinafter provided.
SHARE CAPITAL
5. The Authorized Share Capital Of the Company is TK. 1000000000 (One Hundred
Crore) c!ivided into 10000000 (One Crore) Ordinary Shares of TK loo (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 conditioFts
as regards dividends, repayments. of capital, voting or otherwise or to consolidate or
sub-divide the shares.
6. 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.
7. 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 frcrm time to time think proper. Shares may be allotted to two or more
persons jointly.
8. The Company shall have the power t:o 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 redeemec} at the option of the Company and the
Directors may, subject to the provisions of Section 154 of the Act, exercise sitch
power in any manner as they may think fit.
9. The Company in General Meeting may from
increase its authorized capital by such sum to be dividef
as. the resolution shall prescribe. Provided that the Boa
share capital Of the Company lip to the authorized share;£g;pr;=|:
10. Subject to the confirmation by the coitrt, the Comp
reduce its share capital in any manner prescribed
inary resolution
s of such amount
crearse the paid up
caf5antir3{
resolution
I:;`.-:..-:;..;ig.gr\rtvi
11. The shares sha}l be under the c:ontrol 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 arty reason therefore and without incurring any liability by reason
Of such refitsal.
12. 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 woitld if the offer is accepted, maintain
the relative voting and nonvoting distribution rights of those shareholders.
13. 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 directors,
subject to any ordinary resolution of the Company, determine.
14. 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.
15. 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 t:o be varied by the creation or issue of
further shares ranking equally therewith.
BUSINESS
16. The business of the Company shall be commenced from the date of incorporation of
the company.
SHARE CERTIFICATE
17. The certificate of title to share and duplicate thereof whenever necessary shall be
issued to the members and shall be signed by any two of the directors of the
Company.
18Ifanysharecertificateisdefaced,womout,destroyei
on such evidence. being produced and such indemnity
Directors require and (in case of defacement or wearin
certificate and on payment of such sum not exceeding
may from time to time reqltire.
LIEN
FTed cad
qfetBTc3ri!
".t a '
may be re-issued
being given as the
ivering of the old
as the Directors
19. The Company shalt have a liert on every share (not being a fuHy 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 shan also have [ien 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
Compeny's lien, if any on a share or shares, shall extend to all diviclends payable
thereon.
TRANSFER AND TRANSMISSION OF SHARES
20. No transfer of any share shall be made or registerecl 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.
21. The certificate Of shares shall accompany the instrument of transfer of shares for
transfer of shares. previously approved by the Bc>ard of Directors.
22. 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 cloes not release the estate of a deceased
sole/joint holder from arty liability in respect of the said share.
CALL ON AND FORFEITURE
23. The Directors may from time to time make calls upon the members in respect of any
money unpaLd on the.tr shares. Each member shall, subject to receiving at least 14
(fourteen)I days€ not-Ice 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 c)r 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
instalmertt remains unpaid serve a notice on him requiring payment of so much of
the call or instarnneat as is unpaid together with any interest which may have
accrued.
24. The notice shall name a further day (not earlier th
days from the ctate Of the notice} on or before w
notice is to be rnede and shaH state that, in the eve
the time appointed, t:he shares in respect of which the
to be forfeited. If the requirements of any such ngti
with, any share in respect of which the notice r`as
thereafter, before the payment required by th
resofLition of the Dtrectors t:o that effect.
irfiion of 14 (fourteen)
required by the
payment on or before
were made will be liable
id are not complied
n may at any time
rTrade be forfeited by
¥%cxyrt-
gr25 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 halve been forfeited shall cease to be a member in res.pect 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.
26. A duly verifieci declaration in writing that the declarant is a Director of the Company,
and that a share in the Compeny 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 pLirchase 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.
27. 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.
ALTERATION OF CAPITAL
28. The Company may from time to time through General Meeting, increase the share
carpital 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.
29. The Company may in a ger`era} 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 arroltnt than is fixed by the Memorandum of Asscreiation. c} cancel
any share, which on the date of the pa.ssing of the resolution have not been taken or
agreed to be taken by any person.
BORFtowING POW
Directors 5orFow from any ;ource either from any comJPeas
30`. The Managing Director may from time to timE withSS
financing institutiorts or firms any sum of money re
Company anc! secure the payment or repayment of s
manner artd upon such terms and conclitions in all
Bcrard of "rectors deemed fit in particular by hy
part of the property of the Company (both presen
capital for the time being.
I of the Board of
chedule banks, or
iredrfor the purpose Of the
borrowed in such
approved by the
arge on all or any
rtyuding its uncalled
._
REIOL'
GENERAL MEETING
31. A general meeting of the Company shall be held within 18 (eighteen) months from
the date of incorporation and thereafter at least ortce in every year at such time not
being more than fifteen months after the holding of the last preceding general
meeting. The above mentionecl general meetirtg 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 reqiiisition of the members in
accordance with the provisions Of Section 84 of the Act.
32. An annual general meeting may be callecl by giving 14 (fourteen) day's notice irt
writing, anc! 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) daysf notice irt
writing. Provided that a meeting may be carlled by shorter notice than aforesaid, if it
is so agreed in writing by all the members entitlec! to attend and vote in such
meeting.
QUORUM (AGM)
33. 2 (Two) members, present in person or by proxy shall form a quorum.
34. If within half an hour from the time appointed for the meeting a quorum is not
presertt the meeting if called upon the requisition of members shall be dissolved and`
in any other case, it shall stand adjourned. The Managing Director of the Board of
Directors of the Company shall preside over the general meeting of the Company,
and if there is no Managing Director or the Martaging Director is not present within
30 (thirty) minutes after the time appointed for holding the meeting or is unwilling
to act as Managing Director, the members present shall choose one of the members
to preside over the meeting.
35. At any General meeting, a resolution put to the vote of the meeting shall be decided
on a show of hartds, 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
unartimously 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 favor of or
against that resolution.
36. If a po}t is duly demanc}ed it shall be taken in such manner asL the Managir+g Director
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 Managing
Director or on a question of adjournment shall be taken forthwith. A poll demanded
:ne:t|%g°:#=t€restlonshallbetakenatsuchtimea§
PROCEEDING AT GENERAL
37. Subject to the provision of Section 87(2) of the Co
rescrfuticms at least fourteen days' notice specifying t
the general meeting and in case of special business,
shaH be given to the members in such manner as in
the Mana
a general meeting, but accidental omissl.on to give sucifeiefa
notice by any member shall not invalic}ate the proceed.ings
Director of the
tating to special
nd the hour of
of such business,
heCo
ineeting. A
general nneeting may, with the consent in writing of all the member be convened by a
shorter notice and in any manner they think suitable.
38. No business sha# be transacted in any general meeting unless the quorum of
members is present at the time whert the meet.tng proceeds. Not less than 2 (Two)
members, present in person or proxy personally presertt shall form the quorum for
general meeting.
Notice of the meeting sharll be provided ars per the provisions of the Comparties Act,
1994, in particular section 85 and 87 of the Companies Act, 1994
VOTE OF MEMBEFts
39-. Every merftber shaw 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. C)n a show of hand every member present in person shall
have orie 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
maide 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.
40. 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 appoirtt 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 duty
authorized irt writing or if the appointer is a corporation either under the hand of an
officer or attorney so authorized.
41. The instritment appoir`ting a proxy and the power of attorney or other authority (if
any) under which it is signed or a notarized certified copy of that power or authority,
shan 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 anc} in default the instrument of proxy shalt not be treated as valid.
QUALIFICATION SHARES
42. Other tFtan institiitional shareholder, the qualification of shareholder shall be hold at
least 1 (one) share.
DIRECTORS
43. Urtless otherwise cieteFmined: by the company in g
directors shall not be less than 2(Two) and not in(
persons shat! be the first directors of the company u
resigns the said Office or otherwise removed ther
section 108(1) of the companies Act,1994.
1. Daikatsii Sato
2. Yoshiaki Yui (Nominee director of TS TECH Co., L
7r!iT@ `-`TfuTt
ing the number of
(Five). The following
e of them voluntari
r the provisions of
P?44 The remuneration Of a Director shatl 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.
45. Subject to trte 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 appof nter 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.
46. The Company may, without prejudice to the provisiorts 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.
47. The Directors may meet together for the dispatch of business, adjourn and otherwise
regulate their meetirtgs and proceedings as they think fit. The Board of Directors may at
any time and shall, upon request of a Director, convene a meeting of Directors.
Generally, three daysf 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
prclvided all Directors agree.
48. The quorum for transaction Of the business i.e. t:he quorum for the meeting the
Board of Direct:ors shall be the 2 (two) Directors. Board meetings may be held by
nneans of telephone or video conferences, subject to appropriate confirmation of
decision by circular resolution. The meetirtg 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 tharn nominee director shalt 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
::'#:nt,°e:hAectc°]T9P4a.nyJd)Andlfheactsincontra:g:
DISQUALIFICATION OF
49. The Office of Director shall be vacated if the
(two) months from the date of his appointmen
DIRE
:::dout::#:eb?uaa:::artt`:fn'con::::::?]uorrsdt::toasng;
to pay carls made on him in respect Of shares helorbv
tB section 86(f) of the
to obtain within 2
thereafter ceases to
) is fou
ix) months
from the clate of such calls; or e) by notice in writing to the Company resigns from
his Cffice.
50. To prorrote the business interest of the Company the Directors shall have power at any
time, ancl from time to time, to appoint a person as director on fixed remuneration basis.
The Plrectors may from time to time elect a Managing Director from the Directors for a
period of 5 (five) years. The Martaging Director shall pres'ide at all the meetings of the
BoaTcl. The Director may revoke any such election at any time as they think fit. The
Director may revoke any such appointment at any time as they think fit.
51. The Board Of D.trectors of the Company shall appoint an Alternate D-irector to arct for
the original Director, cluring his absence for a period of not less thar+ three months
from Bangladesh in which the Meetir`gs 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.
52. D}RECTORS€ 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 ar materia} financial benefit from the transaction, not being a party or person
that is-
53. 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 hoiding Company of which the Company is also a
wholly-owned subs.idiary; (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.
54. A Director of the Company is rtot interested in a transaction to which the Company is
a party, if the transaction comprises only the giving by the Compeny of security to a
third party which has no cormect.ron with the Director, at the request Of the third
party, in respect of a debt or obligation of the Company for which the Chrector or
another person has personally assumed responsibility in whole or in part, under a
guarantee, indemnity or by the deposit of a security.
55. A Director of the Company who is interested in a transaction entered into or to be
entered into by the Company, mayi vote on a matter relating to the transaction;
attend a Meeting of Directors at which a matter relating to the transaction arises and
be incruded among the Directors present at the Meeting ior the purpose of a
the Company; and
ow a rfe
quorum; sign a document rebating to the transacti
do any other thing irt his capecity as a Director
the d.irector was not a party interested in that trans
56. A Dtrector of the Company who has information .
employee Of the Company which would not otherwi
disclcise that information to any person or make
except€ for the purposes Of the Company; as
tnis Article; in any other circumstances in whi
the director to do so; A Director Of the Company
transaction, as if
itv as a Director or
e to him, must not
on the information,
in accordance with
rticles authoriz
on information ifa the Director is first authorized to do so by the Boarcl under this
Article; and
57. Particulars of the authorization are entered in the interests register. The Board may
authorize a mrector 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.
POWER OF DIRECTORS
58.. The business Of the Company shall be managed by the Chrectors, who may pay all
expenses ir`curred irt forming and registering the Company. The Directors may
exercise a!! s{}ch powers of the Company as are not, by the Companies Act, 1994 or
dy 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
furtcticms/powers as may be necessary or desirable to caifry oitt the management
and business of the Company. The Directors. shall duly comply with the provisions of
the Companies. Act,1994.
59. 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:-
a. To pay the costs, charges and expenses preliminary and incidental to the
prorrtoticm, 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 sltch salaries, commissions, wages or other remuneration
as may be deemed fit and proper and in particular to sartction and spend the
preliminary expenses of the Corftpany.
60. 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.
a. To appoint at it's discretion, remove or suspend such ag.ents, managers,
secretaries, officers, clerks and servants for perma
as the Board may from time to time thirtk fit
duties and fix their salaries or emolumertts and to I
and to such amount as the Board thinks-fit.
61. e. To demand dues, tc> effect aw receipts and discharg
agreements, conditions to take proceeding, civil, crimi
such dehts, money rertt, dues, damages artd
purchase or otherwise acquire for the CompaD
as the Company is authorized, to acquire at such
conditions as they think fit. To establish branch Cffl
part in Bangladesh or elsewhere on such terms as t
temporary or speciarl service
their powers and
y in such irtstance
s of covenants,
ise for recovery of
ect of such debts. To
[s or privileges such
n such terms and
62. f. To sign cheques, drafts, certificates and other documeiits on behalf of the
Ccmpany. To purchase, sell and let, exchange or otherwise dispose of absolutely or
cond.}tiortally 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 a)I actic>n, demands whatsoever arising in any legal proceedings or
otherwise. To grant any power of attorney, general or special, on behalf Of the
Company, to arty director, officer, eraployee, person or persoFTs of the Company or
to any company and give fitll power and authority to appoint one or rrrore
siibstitutes to clo, execute and perform all or any siich matters or things as aforesaid.
63. g. To invest the fund of t:he Ccmpany or to dispase 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 subscr.tption to pitbtic or other useful
objects. To adrmt execution of docilments before any Registrar, Sub Registrar or any
other govemrnent authority arid to conditct or defend any case before him.
64. h. To sign and verify plaints, petition, written statements, compromise,
vokalatnamas authorizing 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 foreiglt or both on such terms and conditions as considered
expediertt.
i. To pay for any property, rights, and privileges acquired by the Company in cash or
in shares of the Company and any siich shares may be issued either as fully parid up
or with such amourtt creclited as paid up thereon as may be agreed upon.
j. To secure the fulfilment of any contract or engagements entered int.o by the
Company by mortgage or charge on all or any of the property of the Company and
its unpeid capital for the time being or in such other manner as they may think fit.
65. k. To accept from arrty member, on such terms and conditions as shall be agreed but
sLlbject to the provisions of the Act, as surrender of his share or any part thereof.
I. To deal with any of the moneys of the Comparty not immecliately 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.
66. in. To provide for the welfare of the employees of the
dependents and to award bonus or other payments
as may appears to the Directors just proper and to
Of the Comparty to form a fund to build or contribute
subscribing to provider`t fund and other funds and es
recreation centres and hospitals which will, the opi
increase the repute Of the Comparty among its emplo\
PROCEEDING 0F DIREC
nionfiof
ancl their wives and
itsfof such persons
o®ion of the profit
g of houses artd
shment of schools,
ectors, tend to
67. There will be a meeting of the carectors at least ortce in every 3 (three) months for
dispatch Of business, acljoummerit and otherwise regulation of meetings. Questions
arising at any such meeting shall be decided by a majority of votes.
MANAGING DIRECTOFl
68. Sub.ject to the ccmtrof arid supervision Of the Board of Directors, the Marpaging ChrectcH.
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 inc}itding
contracts for sales and purchases arnd contracts for leases of property.
c. To have the engagerner* and dismissal of managers, other officers, assistaFtts,
clerks, ag.ents and specie! services artd to determine their authorities and duties. arid
tc> fix their authorities and to fix their remuneration.
69. cl. Fitll power to drarv, sign, accept, endorse and negotiate, on behalf of the
Company, all bills of exchange, promissory notes, cheques, government papers arnd
securities and all other instruments as shall necessary, proper and expedient for
carrying or} the bustness of the Company.
e. To sigri all receipt for money paicl to the Comparny and all vouchers of payment`
macle by the Company and such signature shall be an effectual discharge for the
money's. there}rt statecl to have been received or paid.
70. All the power, authority and ctiscretion of the Board of Directors of the Company
except as those which are otherwise stated by the Companies Act 1994 or by these
preserits 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.
QUORUM (Board Meeting)
71. 2 (Two) Directors present in person or by proxy shall form a quorum of Board
Meetirno.
72. The Managing Exrector of the Company shall preside over the meeting Of the Board. In his
abeence, or if there is Ilo Managing Director, any of the Dire
resolution in writing apprc>vecl by all the Directors shall be
passec! at a meeting Of the Directors duly called and constitit
73. The Directors rrtay participate in a meeting Of the Chrect
conferertce telephone or similar communications e
participeting in the meeting are able to hear and be
the neecl for a Director to be in the physical
participation in the meeting in this rnanrter shall
person at sureh meeting. cad- _owe
all hold the Chair. A
as if it had been
Of telephone or video
which all persons
rticipants without
Director(s) and
74. The Directors participating in any such meeting shall be countect in the quorum for
sueh meeting and subject to there being a requisite quorum. All resolutions agreed
b¥ the Directors in such meeting shall be deemed to be as effective as a resolution
pessec} at a meeting in person of the Directors duty convened and held. A meeting
coflclucted by I.nears of telephone or video conference or simHar corrmurtications
equipment as aforesaid is deemed to be held at the ppace agreed upon by the
INrectors atterid}ng the meeting, provided that at least 1 (one) of the Directors
present at the imeeting was. at that place for the duration of the meeting.
BANK ACCOUNT
75. lie Company shall open account (s) in itsr name in any bank and bank accounts
would be opeFatecl by such person (s} authorized by the board of directors from
tirTte to time.
DIVIDEND AND RESERVE
76. The Company in general meeting may declarre dividends but no dividend shall
exceed the amoi+rtt recommendecl by the Directors. The Directors may from time to
time pay the members such interim diviclends as appears to the Directors to be
justified by the profits of the Company. No dividencl 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, aH dividends shall
be declared and paid accorcting to amount paid on the shares.
77. 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 Chrectors be applicable for meeting contingencies or for
equarizirtg dividends or any other purpose to which the profits of the Company may
be properly applied ancl penc}ing 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.
78. 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 dividenct shall bear interest against the Company.
ACCOUNTS AND AUDIT
79. The Directors shall cause to be kept proper books of account with respect to: (a) all
sums received and spent by the Corftpany, (b) a!
services by the Company, (c} the assets and lia
80. :::hbp¥aE: :fs ¥hceog:rte:thoart: g:af,etpht,nat :::tarf,:,satffi
the Directors ditring business hours.
ed c4fer
81.9o¥r:c::e':sas:fet::rypr¥;,:ratnhde,:::°aucnct:u#ttahnedcbREs#
urchases of goods and
of the Company or at
pen to inspection by
more Auditors appointed for the purpose and the provision of Section 210 to 213 of
the Companies Act 1994.
82L. The Ccmpany in Annual Genera} Meeting shalr fix the remuneratiort of the auclitors
except that they fix the rermuneration of any auditor appointed by the Board of
Directors.
83. Aud.ttors shall be appointed at each Annual General Meeting of the Company and
shall holcl Office until the next Annual General Meeting. The Auditors of the Company
shaft 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 tryem are to be laid before the Company and may take any statement
Cur exp+anation they desire with respect to the Accounts.
INDEMNITY
84. The Martaging IArector and Directors, Orficer, 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 t:he 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 shalt immediately attach a lien on the property of
the Compeny and have priority over all cia.rms.
85. Every Director, Manager, ALiditor, Secretary, Treasurer, Cfflcer, Servartt, 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
transactiorts of the Company with individuals and in all matters relating thereto and
shaH 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 dy 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.
86. Any Director, Manager, Clerk, Servant, Assistant, Erigineer, Representative, Agertt or
Emptayee of the Company is proved to the satisfaction Of the Boarc! c)f Directors to
have been faulty of disclosing the secret of the Company shall be liable to Instant
disrFtiss8L with or without any rtotice suspension or payment of damages at the
discretion of the Directors.
87#eamn±r:hoefntehve::raenpyreg:::::,?Ceetos::h;nBrg:[Sh¥;:tn:sF#
contained or any Act. matter or thing made, done or o
riabtlities arising hereunder or arising out of the
parties by reasons of these preser`ts or of the
difference shalt be forthwith referred to twoA
party ancl difference to an Umpire to be chos
the consideration in accordance with the provisi
WINE)ING uP.L ¢Tq=3®
-8
rgrany and any of the
y Of the Article herein
regard to the rights and
xisting between the
any of them, such
ppointed by each
ifeEiiop:f&::,e2not3iingon
\
88. The compafry may be wound up in accordance with the provis.torts of the Compamies.
Act, 1994. If the CcrmpaF}y shaw be wound up and the assets available for
distribution among the members as such shall be insitfficient to repay the whole of
the petd up capttal such assets shall be distributed so that as nearrly as may be the
[osses shew be borrte By the members in pFopoFtion to thre capital paid up or whom
ought to have been paid-etp at the commertcement of the winding lip on the number
of shares held by theme respectively,
89. and if in a winding up the assets avallable for clistr}bution arrong the members shall
be nrore than sufficiene to repay the whole of the capital paid up at the
comrnehicernen.t Of the winding up the excess skill be distributed amongst the
nFtembers in proportion to the capital paid up or which ought to halve been paid-up-at
the corrmencernertt of winding up on the shares held by them respectively. But this
article is to be without prejudice to the rig,hts of the holders of the share issued on
special terms and conditions.
As amended the clause no. 34, 50, 68, 69 & 74 vide EGM dated 25th March, 2022
item rfu
ffii5giv FT •::rty,,?\atT \,_