Memorandum of Association (MoA) & Articles of Association (AoA)

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 Tokyo Taste Limited Issue No. 541408 Date: 07/10/2025 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 Tokyo Taste Limited I. The name of the company is Tokyo Taste 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 import, export, buy, sell software & web development, hardware, peripherals, accessories, and IT infrastructure. To carry on the business of Information Technology (IT) and software services, including software development, mobile and web applications, cloud computing, and SaaS platforms. To provide IT consulting, software solutions, and digital transformation services for clients in public and private sectors. To develop, customize, license, and maintain software products for industries such as finance, education, e-commerce, logistics, and telecommunications. To provide IT-enabled services (ITES) such as BPO, KPO, call center operations, remote tech support, and data entry. To deliver cybersecurity solutions, networking, server management, and IT infrastructure services. To provide IT & Software Services, UI/UX design, IT consultancy, graphics design, web design, app design, SEO, advertising & digital marketing, and e-commerce solutions. To provide online marketing services such as social media marketing (SMM), search engine optimization (SEO), search engine marketing (SEM), content marketing, influencer marketing, and email campaigns. To offer media planning and buying services, including placement in online and offline media outlets, ad exchanges, and affiliate networks. To offer marketing consultancy, PR strategy, market research, and customer engagement solutions. To conduct training programs, workshops, and courses in advertising, branding, and digital media, IPS & internet, information service, creative design, branding, and visual communication including logo design, packaging, brochures, banners, catalogues, posters, business cards, and promotional materials. To operate printing services including digital printing, offset printing, large-format printing, screen printing, flex printing, and related solutions. To provide pre-press, press, and post-press services, including typesetting, layout design, color correction, binding, architectural design, construction, lamination, and finishing. To set up and manage printing presses, studios, and production units, including acquiring and operating related machinery, tools, and equipment. To provide packaging design and printed packaging materials like labels, boxes, cartons, wrappers, and pouches. To offer consultancy and training in graphic design, visual arts, printing technology, and packaging. To trade in raw materials, paper, ink, films, plates, printing chemicals, and design equipment, event and exhibition production, creative design & printing, management, coordination, and promotion, including corporate events, trade fairs, cultural events, expos, product launches, concerts, conferences, and seminars. To design, fabricate, and install event setups, exhibition stalls, booths, kiosks, stages, backdrops, branding materials, lighting etc. To provide end-to-end event management services, including venue booking, logistics, vendor coordination, hospitality, and technical support. To create event concepts, themes, and creative content, including multimedia presentations, digital displays, and interactive experiences. To organize training, workshops, Event & Exhibition Production, and promotional campaigns related to event production and 1 2 3 4 A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. brand activations. To enter into joint ventures, agency relationships, or partnerships for domestic and international events and expos. To rent out or supply event and exhibition equipment such as lights, sound systems, consumer electronics and IT accessories, LED walls, projectors, trusses, tents, and furniture. To provide support services such as printing, design, branding, invitations, media coordination, security, and catering. To collaborate with artists, performers, speakers, and influencers for entertainment or brand engagement. To carry on the business of human resource and employment services, including fee-charging job placement, employment placement and recruitment services, labor dispatch operations, job aptitude diagnostics and career counseling and consulting, human resource development, support the establishment, investment and management of overseas corporations, and facilitate joint ventures with foreign companies and support services for accepting foreign workers, provide employment placement solutions for overseas human resources. And to carry on the business of trading, buying, selling, importing, exporting, wholesaling, retailing, agents, dealers, and distributing of promotional goods, tech gadgets and various goods, brokerage of real estate, , restaurant, antiques and consignment sale thereof, including but not limited to corporate gifts, branded merchandise, smart devices, USB drives, power banks, headphones, wearable tech, Bluetooth speakers, trading in promotional & tech goods. To carry on the business of trading, importing, exporting, marketing, including personal hygiene items, sanitary products, adult diapers, disinfectants, supportive living devices, cleaning agents, Welfare & Home Care Products & Services, health and safety gear, and related goods. To provide home-care and wellness services, including elderly care, rehabilitation support, home nursing, in-home nursing care support business based on the long-term care insurance law, research, development, manufacture and sales of welfare equipment and nursing care products, consultation and support business for the improvement of living environment, nursing care consultation and support business, hygiene assistance, and delivery of essential medical and personal care products. To collaborate with hospitals, care facilities, healthcare workers, and social welfare organizations. To establish, manage, and operate educational institutions, training centers, e- learning platforms, and academic support services, including schools, colleges, coaching centers, and skill development institutes. To provide academic, vocational, professional, and technical education, including IT business, healthcare, languages, soft skills, and industry-specific skills. To conduct certification programs, workshops, seminars, corporate and teacher training programs, management and operation of various schools, planning, production, sales, and distribution of educational content, planning and implementation of various educational training programs, seminars, lectures, etc. To operation and consulting services for nursery schools and school children. To provide educational consultancy, career counseling, and academic research services. To organize educational fairs, scholarship tests, competitions, and outreach programs. 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. 5 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. 10000000 ( One Crore ) divided into 100000 ( One 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. Name : Naoko Kawamukai Name : Shuvashish Sarker Name : Md. Aidid Alam Father's Name : Shinichi Sato Mother's Name : Atsuko Sato Address : 111-0036 2-2-10, Matsugaya, Taito- ku, Tokyo, N/A Date of Birth : 16-NOV-76 E-mail : sato.naoko@sugartaste.co.jp Phone : 81 90 2243 0705 TIN : 0 NID/Passport No. : TR7019198 Nationality : Japanese Father's Name : Gopal Chandra Sarker Mother's Name : Pobitra Rani Sarker Address : 680/738, Nataipara, Boubazar, Bogura Sadar, Bogura-5800 , Bogra Date of Birth : 01-JAN-96 E-mail : sarker@sugartaste.co.jp Phone : 01792093660‬ TIN : 432363529375 NID/Passport No. : 7332832273 Nationality : Bangladeshi Father's Name : Shyful Alam Mother's Name : Rashida Parvin Address : 688/2 Boro Mogbazar, Dhaka - 1217, Dhaka Date of Birth : 13-OCT-99 E-mail : aidid@sugartaste.co.jp Phone : 01779369747 TIN : 464809220711 NID/Passport No. : 5553689893 Nationality : Bangladeshi Managing Director Chairman Director 24000 ( Twenty Four Thousand shares) 3000 ( Three Thousand shares) 3000 ( Three Thousand shares) 1 2 3 sd/- sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Minhazul Islam Md. Anamul Haque G-5, bti Centara Grand, 144. 144/1 Green Road, Dhaka-1215, Bangladesh. Phone : +8801855628384 NID : 5106944878 G-5, bti Centara Grand, 144. 144/1 Green Road, Dhaka-1215, Bangladesh. +8801721-742017 8695492598 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 Tokyo Taste Limited 1. 2. 3. 4. 5. The Regulations contained in the schedule-1 of the Companies Act of 1994 shall apply to this Company with respect to such provisions as they are applicable to a Private Limited Company, so far only as they 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 or by any statute. In these Articles unless the context otherwise required the words or expressions defined or explained in the Companies Act of 1994, shall have the same meaning assigned to them respectively when used in relation to this Articles and as and when used in relation to the said Companies Act and in particular and without prejudice to the generality of the said provisions, the word importing the singular number shall include plural number and vice versa and the word importing masculine gender shall include feminine gender and the word importing person shall include body corporate. 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 who are in the employment of the Company) shall be limited to fifty only: Provided that when two or more persons hold one or more shares jointly in the Company, they will be treated as a single member: and c. The right to transfer of shares of the Company is restricted in the manner and to the extent hereinafter provided. The Company shall be entitled to commence business from the date of its incorporation. The Business of the Company shall include all or any of several objects as expressed in the Memorandum of Association. The Authorized Share Capital of the Company is TK. 10000000 ( One Crore ) divided into 100000 ( One Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with powers to increase and reduce the capital of the Company for the time being in accordance with the provisions of the Companies Act, XVIII of 1994.The shares of the Company shall be under the control of the Directors, who may allot and issue the shares to such persons in accordance with the decision arrived at a meeting of the Board of Directors. Every person applying for shares of the Company shall specify his name, address and occupation to be entered in the register of members, such address shall be deemed to be his place of residence to which all notices from the Company shall be sent and the Company will not be responsible to any member for the non-receipt of any notice for the non-payment of dividends or for any other matter due to the change of address of any member unless such change of address is notified in writing to the Company. In accordance with the provisions outlined in this Article of Association, the company has the right to issue additional shares, including rights shares, convertible shares, and bonus shares, subject to regulatory approval and legal compliance. PRELIMINARY PRIVATE COMPANY BUSINESS SHARE CAPITAL A LIMITED BY SHARES This document is digitally signed. Please find the soft copy to verify the signature. 6. 7. 8. 9. 10. 11. Rights shares allow existing shareholders to buy more shares at a set price within a specific period. Convertible shares enable holders to convert shares into other securities per company and regulatory guidelines. Bonus shares may be issued by the Board of Directors to distribute surplus profits, enhancing share capital without requiring shareholder cash outflow. All share issuances must align with shareholder interests and corporate governance principles, ensuring transparency. Any changes to share issuance terms will be communicated to shareholders in compliance with regulations. The joint holders of shares shall be individually as well as jointly liable for the payment of any call or installment due in respect of the share held by them. The Directors may from time to time, make call upon the members in respect of any money remaining unpaid on the shares held by them and no call shall be less than twenty five percent of the nominal value of the share and each member shall subject to receive fourteen days¿ notice specifying the time and place of payment, pay to the Company the amount called on his share at the time and place so specified in the notice, if the requirement of the notice as aforesaid is not complied with any share in respect of which the notice has been given may at any time thereafter be forfeited by a resolution of the Board of Directors to that effect. The forfeited share may be sold or otherwise disposed of in such manner as the Directors may think fit and at any time before sale or disposal, the forfeiture may be cancelled in such manner and on such terms and conditions as the Directors may think fit. Every person whose name is entered in the Register of Members shall be entitled to one or more share certificates to be issued under the seal of the Company, specifying the number of share or shares and denoting number of shares held by him and the amount paid up thereon, provided that in respect of share or shares held by several persons jointly the Company shall not be bound to issue more than one certificate and the delivery of such certificate to one of the several joint holders, preferably to the one whose name stands first in the Register of Members shall be sufficient delivery to all. If a share certificate is defaced, lost or destroyed it may be re-issued on such terms and conditions as the Directors may think fit. The company shall have a paramount lien on every share (not being a fully paid share) for all moneys called or payable at a fixed time in respect of that share, the company lien, if any, on a share shall extend to all dividends payable thereof. The share of the Company shall be transferred in the usual common Form or in any other Form as may be approved by the Directors. The instrument of transfer of any share of the Company shall be executed both by the transferor and the transferee and lodged at the registered office of the Company along with the share certificate. The transferor shall be deemed to remain as the holder of this Share until the name of the transferee is entered in the Register of Members. The legal heirs, successors, executors, administrators or assigns of a deceased sole holder of a share shall be the only person recognized by the Company having any title of the share. Any person entitled to a share in consequence of death or insolvency of a member CALL ON AND FORFEITURE SHARE CERTIFICATE LIEN TRANSFER AND TRANSMISSION OF SHARES This document is digitally signed. Please find the soft copy to verify the signature. 12. 13. 14. 15. 16. 17. shall upon such evidence being produced as may be required by the Directors, have the right to be registered as a member in respect of that share. Any share may at any time subject to the approval of the Directors, be transferred by a member to his wife or her husband or to his or her sons, daughters, father, mother or brother. Subject to the provisions mentioned above shares of the Company shall not be transferred by a member to any person so long as the existing members are willing to purchase the same or so long as a member or any other person selected by the Directors is willing to purchase the same at a reasonable price fixed by the transferor & the transferee mutually. The Directors may decline to register any transfer of share to a person whom they do not approve for any reason which may appear to them just and proper in the interest of the company. The Directors are not bound to disclose or assign any reason for their refusal to register any transfer of share. The Directors may, with the sanction of any ordinary resolution of the Company previously passed in a general meeting increase its share capital by the issue of the new shares. Such increase is to be of such amounts and to be divided into shares of such respective value as the Company in general meeting may direct and if no direction is given then as the Directors shall think fit. 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 with, and subject to any incident authorized and consent required by law. The company may appoint or remove a Director from the company in its Annual General Meeting. The Directors may from time to time borrow from any source any sums of money required for the purpose of the Company and raise and secure the payment of such money in such manner and upon such terms and conditions in all respects as they may think fit and in particular by the issue of shares or by making, drawing, accepting or endorsing on behalf of the Company any promissory notes, bill of exchange or by giving or issuing any of the securities of the Company or by the creation of mortgage, charge of hypothecation all or any of the properties of the Company both present and future, including the uncalled capital of the Company for the time being and the Directors may on behalf of the Company guarantee the whole or any part of such loan or debts incurred by the Company with powers to secure guarantor against liability in respect of such loan or debts. The First General Meeting of the Company shall be held within eighteen months from the date of incorporation of the Company and thereafter once at least in every calendar year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and places as may be decided by the Board of Directors of the Company and the venues for meetings are at the discretion of the Company's Board of Directors, including the option for online gatherings via platforms such as Google Meet or other online meeting services. The above-mentioned general INCREASE OF SHARE CAPITAL ALTERATION OF CAPITAL ALTERNATE DIRECTOR BORROWING POWERS GENERAL MEETING This document is digitally signed. Please find the soft copy to verify the signature. 18. 19. 20. 21. 22. 23. meeting shall be called Annual General Meeting and other general meetings of the Company shall be called extra-Ordinary General Meetings. The Directors may whenever they think fit call an extra ordinary general meeting and an extra ordinary general meeting also be called on the requisition of the members in accordance with the provisions of Section 84 of the Companies Act, 1994. General Meeting shall apply with the condition that with the consent of all the members entitled to receive notices of a particular meeting that a meeting may be convened by such shorter notice and in such manner as those members may think fit. The accidental omission to give any such notice to any member shall not invalidate the meeting and the resolutions passed at such meeting. 2 (Two) members present in person and entitled to vote, shall form a quorum for any general meeting of the Company, if within half an hour from the time appointed for the holding of a meeting of the Company a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and place as the Directors may determine. No business shall be transacted in any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. No quorum shall be necessary at the adjourned meeting. Chairman of the Company shall preside over the general meeting of the Company, if at any meeting the Chairman is not present within 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. In case of an equality of votes whether on a show of hands or upon a poll, the Chairman of the meeting shall have a second or a casting vote. On a show of hands every member present in person and entitled to vote shall have one vote and upon a poll every member present in person or by proxy or power of attorney shall have one vote in respect of every share held by him. On a poll votes may be given either personally or by a proxy or under a power of attorney or by a person appointed under Section 86 of the Companies Act, 1994. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him to the Company in respect of the share held by him has been paid. Any person entitled under the transmission clause to the transfer of any share, may vote at any general meeting in respect thereof in the same manner as if he/she were the registered holder of such share provided that 72 hours at least before the time of holding the meeting or adjourned meeting as the case may be at which he proposed to vote, he/ she shall satisfy the Board of Directors of his/ her rights as transferee to such shares unless the Board of Directors or the Managing Director shall have previously admitted his or her right to vote as such meeting in respect thereof. Unless Otherwise determined by the company in general meeting the number of directors shall not be less than 2( Two ) and not more than 50( Fifty ).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. PROCEEDING AT GENERAL MEETING QUORUM (AGM) VOTE OF MEMBERS DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 24. 25. 26. 27. 28. 29. 30. 1. Naoko Kawamukai 2. Shuvashish Sarker 3. Md. Aidid Alam The qualification of a Director shall be holding in his/ her own name at least 2000 Shares of the nominal value of Tk. 100/- (One hundred) each unless otherwise determined in a general meeting. Unless the Board of Director decides otherwise each Director shall receive by way of remuneration or honorarium a sum not exceeding Tk. 5000 (Five Thousand) per meeting attended by him/her and such traveling and other allowances as may be decided by the Board of Directors from time to time. If any Director be called upon to perform any extra service or to make any special exertion for the Company, the Directors so doing may be remunerated either by a fixed sum or by a percentage on the profit of the Company as may be decided by the Company in General Meeting. Every 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 Board of Directors shall have power at any time and from time to time to appoint any other person to be a Director of the Company either to fill up a casual vacancy or an addition to the Board by Co-option so that the total number of Directors shall not at any time exceed the maximum number of Directors fixed by the Company. The management of the business of the Company shall be in the hands of the Board of Directors who may pay such expenses of any preliminary and incidental to the promotion, establishment and registration of the Company and do such acts as may be exercised and done by the Company as are not forbidden by the state or by this Articles required to be exercised or done by the Company in general meeting, subject nevertheless, to any regulation to be inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meetings, which shall be valid and effectual. The Board of Directors shall provide for the safe custody the Company's Seal, every instrument to which the seal is affixed shall be signed by the Managing Director. Each Director shall be responsible for proper discharge of the Company's business that may be entrusted to him/her by the Board QUALIFICATION SHARES REMUNERATION OF DIRECTORS POWER OF DIRECTORS PROCEEDING OF DIRECTORS This document is digitally signed. Please find the soft copy to verify the signature. 31. 32. 33. 34. 35. 36. The office of a Director shall be vacated if the Director: a. Fails to obtain the time as specified under Section 97 (i) of the Companies Act, 1994 or at any time thereafter ceases to hold the share qualification necessary for his/her appointment: or b. If found to be a person of unsound mind by a court of competent Jurisdiction: or c. If an adjudged insolvent: or d. Absent himself/herself from three consecutive meetings of the Directors or from all meetings of the Directors for a continuous period of three months whichever is longer without leave of absence from the Board of Director: or c. Voluntarily resign from the office. The Directors shall meet together for the dispatch of business of the Company adjourn or otherwise regulate their meeting as they may think fit. 2 (Two) Directors present personally shall form a quorum for transaction of business at a meeting of the Board of Directors. No business shall be transacted at any Board Meeting unless the quorum of Directors is present at the time when the meeting proceeds. The Managing Director may at any time call a meeting of the Board of Directors or call from time to time in consent with the existing Chairman of the Company. Any chosen Director from the Board shall be elected as the Chairman and shall preside over all the meeting of the Board of Directors in absence of the existing Chairman. Any resolution or circular signed by all the Directors shall be as valid and effectual as if it has been passed at a meeting of the Directors duly called and constituted. Shuvashish Sarker will be the First Chairman of the Company. He will hold and occupy this position for a period of 5 (Five) years until resigns voluntarily or becomes disqualified under the provision of Companies Act. He will preside over all the meetings of the Board of Directors as well as general meeting or extra-ordinary general meeting. Naoko Kawamukai shall be the first Managing Director of the Company for 5 (Five) years from the date of incorporation of the Company and shall hold his position until he resigns voluntarily or otherwise becomes disqualified under provision of Section 108 (1) of the Companies Act, 1994. For the services to be rendered by the Managing Director, she will receive such remuneration whether as salary or commission or participation in the profits of the Company or partly in another as decided by the Company in the general meeting held subsequent to her assumption of office. Subject to the Direct control and supervision of the Board of Directors the Managing Director shall have the following powers: a. To manage the business and all other affairs of the Company, to appoint and employ officers, clerks, servants and day laborers for the Company and to remove or discharge them and appoint others and to pay the salary, remuneration and wages to the persons so employed and also to pay the preliminary expenses and other expenses for the formation and registration of the Company. b. To borrow or raise money by way of loans or overdrafts or by the creation of mortgage, charge of hypothecation or otherwise and on such terms and conditions as he may think fit and to sign, execute seal and delivery necessary documents for securing the loan. c. To demand, sue for, realize and recover all dues, claims, demand, damages and DISQUALIFICATION OF DIRECTORS QUORUM (Board Meeting) CHAIRMAN MANAGING DIRECTOR POWER OF MANAGING DIRECTOR This document is digitally signed. Please find the soft copy to verify the signature. 37. 38. 39. 40. 41. 42. compensations due and payable to the Company and to take proceedings, civil, criminal, revenue or otherwise and whether original or appellate. d. To purchase or otherwise acquire for the Company any land, building, office, goodness, licenses, rights, privileges, concessions, plant, machineries, goods, equipment and utensils as may be required by the Company and at such consideration and on such terms and conditions as he may think fit. e. To open branch office of the Company in Bangladesh or in any other foreign country as he may think necessary and also to close the same. f. To sign, bills, vouchers, certificates, deeds, agreements, promissory notes, and any other negotiable or transferable instruments as may be required time to time. g. To settle, compound, submit to arbitration, compromise and withdraw any suits, accounts, claims and demands whatever whether arising from any legal proceedings or not. h. To invest the reserve fund of the Company and to dispose of same in such manner. i. To delegate all or any of his powers to any Director, manager, Secretary, Agent, Accountant, Assistant or other officer of the Company as he may from time to time deem fit. j. To present for registration before the District Registrar, Sub-Registrar or any other registering authority and deed of document executed by the Managing Director or any other Director if so authorized by the Board of Directors in that behalf and to admit execution thereof and also to present for registration before any registering authority and deed or document executed in favor of the Company and generally to do all other acts and things in that behalf. k. To give donations and subscriptions to any charitable, benevolent, religious, social and cultural objects. l. To sign and verify plaints, written statements, petitions, applications and vakalatnamas, authorizing legal practitioners to act for and on behalf of the Company before all courts, civil, criminal, revenue or otherwise and generally to do all other acts and things may be necessary from time to time in connection with the business of the Company in different department under the Government and any other public or private offices. The company shall open Bank Account(s) with any Scheduled Bank(s) and shall operate the same under the Joint signature of the any person nominated which will be taken by the Board of Directors of the Company. The Board of Directors may from time to time appoint any suitable and acceptable person(s) as Advisor of the Company and fix up his remuneration. When a notice is sent by post the service of the notice shall be deemed to have been affected by properly addressing, prepaying and posting the letter containing the notice, unless contrary is proved to have been affected at the time at which the notice would be delivered in the ordinary course of post. A notice may be given by the Company to any member either personally or by sending the same by post to him of his registered address by advertisement in the local newspaper, circulating in the neighborhood of the registered office of the Company. Any notice to be given by the Company to any member, may be signed, written or printed. The Company in 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 BANK ACCOUNT ADVISOR NOTICE DIVIDEND AND RESERVE This document is digitally signed. Please find the soft copy to verify the signature. 43. 44. 45. 46. 47. Company at the date to declaration of the dividend after 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 to be justified by the profits of the Company. The Company in general meeting may resolve that any money, investments or other assets forming part of the undistributed profit of the Company and standing to the credit of the reserve fund or in the hands of the Company and available for dividend be capitalized and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the footing that they become entitled there to as capital and that all or any part of such capitalized fund be applied on behalf of the shareholders in paying up in full any un-issued shares, debenture or debenture stock of the Company which shall be distributed accordingly or in or towards the payment of the uncalled liability on any issued share and that such distribution or payment shall be accepted by the shareholders in full satisfaction of their interests in the said capitalized sum. 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. 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 general meeting shall fix the remuneration of the auditors except that they fix the remuneration of any auditor appointed by the Board of Directors. The Directors, Managing Director, Manager and any other officers of the Company shall be indemnified for all losses and expenditure incurred by them in the faithful discharge of their respective duty, except his willful acts, neglects or defaults and it shall be the duty of the Company to pay out of the funds of the Company in cash all losses and expenditure incurred by the Directors, Managing Director, Manager or other officers of the Company. The amount for which the indemnity has been provided shall immediately attach a lien on the property of the Company and shall have priority over all other claims. Neither any Director, Managing Director, Manager and any other officers of the Company shall be held liable for any loss or damage happening to the Company and arising from any torturous act of any other person or for any other loss or damages or misfortune due to act of Government. CAPITALIZATION OF THE RESERVE ACCOUNTS AND AUDIT INDEMNITY This document is digitally signed. Please find the soft copy to verify the signature. 48. 49. 50. 51. Upon the shareholder's demise, shares shall pass to legal heirs or beneficiaries according to inheritance laws. They must inform the company and provide necessary documents for share transfer. Upon verification, the company updates records reflecting the transfer. Rights and obligations associated with the shares transfer to the heirs per this Article and relevant laws. The company may request additional documents for compliance. 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 arise between the Company and any of the members of their representative touching the construction of any of the Article herein contained or any Act, matter or thing made, done or omitted in regard to the rights and liabilities arising hereunder or arising out of the regulation existing between the parties by reason of these presents or of the statutes or any of them, such difference shall forthwith be referred to two Arbitrators, one to be appointed by each party and a third arbitrator may be chosen by the two Arbitrators, if deemed necessary, before entering on the consideration in accordance with the provisions of the Arbitration Act 2001. If 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 capital paid up such deficit shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively. 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 shall be distributed among the members pro rata. 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. Name : Naoko Kawamukai Name : Shuvashish Sarker Name : Md. Aidid Alam Father's Name : Shinichi Sato Mother's Name : Atsuko Sato Address : 111-0036 2-2-10, Matsugaya, Taito- ku, Tokyo, N/A Date of Birth : 16-NOV-76 E-mail : sato.naoko@sugartaste.co.jp Phone : 81 90 2243 0705 TIN : 0 NID/Passport No. : TR7019198 Nationality : Japanese Father's Name : Gopal Chandra Sarker Mother's Name : Pobitra Rani Sarker Address : 680/738, Nataipara, Boubazar, Bogura Sadar, Bogura-5800 , Bogra Date of Birth : 01-JAN-96 E-mail : sarker@sugartaste.co.jp Phone : 01792093660‬ TIN : 432363529375 NID/Passport No. : 7332832273 Nationality : Bangladeshi Father's Name : Shyful Alam Mother's Name : Rashida Parvin Address : 688/2 Boro Mogbazar, Dhaka - 1217, Dhaka Date of Birth : 13-OCT-99 E-mail : aidid@sugartaste.co.jp Phone : 01779369747 TIN : 464809220711 NID/Passport No. : 5553689893 Nationality : Bangladeshi Managing Director Chairman Director 24000 ( Twenty Four Thousand shares) 3000 ( Three Thousand shares) 3000 ( Three Thousand shares) 1 2 3 sd/- sd/- sd/- Name Position No. of Shares Taken SL No. Signature of subscribers Witness 1 Witness 2 Name : Address: Minhazul Islam Name : Md. Anamul Haque G-5, bti Centara Grand, 144. 144/1 Green Road, Dhaka-1215, Bangladesh. Phone : NID : +8801855628384 5106944878 Address: G-5, bti Centara Grand, 144. 144/1 Green Road, Dhaka-1215, Bangladesh. +8801721-742017 NID : 8695492598 Phone :