9/20/23, 2:26 PM RJSC:Memorandum of Association
123.49.32.36:7781/psp/reg_moa_aoa_prn?p_track_no=2023095127427&p_entry_mode=2&p_office_id=1&p_user_id=134307 1/3
THE COMPANIES ACT, 1994
( ACT XVIII OF 1994 )
( A PRIVATE COMPANY LIMITED BY SHARES )
MEMORANDUM OF ASSOCIATION
OF
NICCA BANGLADESH CO., LTD.
I. The name of the Company is NICCA BANGLADESH CO., LTD.
II. The registered office of the Company shall be situated in Bangladesh.
III. The Objects for which the company is established are all or any of the following (all the Objects will
be implemented after obtaining necessary permission from the Government /concerned authority
/competent authority before commencement of the business):
1. To carry on the business of sale, manufacture, purchase, processing, importing, exporting, licensing,
research, development, stock, distribution, testing, or otherwise deal in all types of chemicals,
ancillary products, and intermediaries for varied applications, including but not limited to textile
chemicals, specialty chemicals, performance chemicals, laundry chemicals, infection control
chemicals, advanced materials, hair care products, textile processing materials, fabrics, medicine,
RMG, textile and yarn, and for the purpose, acquire businesses, assets, securities of companies,
undertake feasibility studies, obtain all required approvals, install, purchase, import, restructure,
lease or otherwise acquire plant, machinery, materials and related equipment.
2. To carry on the business domestically and internationally as dealers and agent as well as the
business of producing, processing, manufacturing, formulating, using, acquiring, storing, refining,
packing, transporting, distributing, selling, importing, exporting and dealing in and to enter into
manufacturing contract of every kind and description of organic chemicals and other chemicals as
well as chemical compounds (organic and inorganic) in all forms, and chemical products of any
nature and kind whatsoever, and all by-products and joint products heavy chemicals, acids, alkalies,
petro-chemicals, chemical compounds, and chemicals of all kinds (solid, liquid and gaseous),
construction materials, logistic equipment, textile processing materials, fabrics, medicine, RMG,
textile and yarn. Import and manufacturing chemicals those are related to the textile and garments
industries.
3. To do the business of advisory and consulting of textile chemical-related products as well as a wide
range of chemicals & products such as textiles, specialty, performance, laundry, infection control,
hair care chemical and medicine, industrial use, advanced materials, and offering consultancy and
advisory services to textile manufacturers regarding the selection, application, and optimization of
chemicals and processes in their production operations. This may involve providing technical support,
conducting audits, and recommending improvements. This may include process optimization,
troubleshooting, and quality control support. To do quality control and testing: The company may
establish quality control laboratories for testing textile chemicals, ensuring compliance with industry
standards, regulatory requirements, and customer specifications. This may involve conducting
various tests, such as color fastness, chemical composition analysis, and physical property
evaluations.
4. To carry on business as chemical engineers & analytical chemists & to manufacture, sale, trade,
import, export, and deal in all types of machineries required for textile printings, finishing’s, dyeing &
all types of chemical & lab equipment. Conduct research on new and emerging technologies in the
field of textile chemicals and a wide range of chemicals for various applications, including textile,
specialty, performance, and laundry chemicals, hair care goods and medicine. Establish research
laboratory for R & D and innovation. Develop a new line of textile chemicals that meet the needs of
the global market.
5. To engage in activities aimed at promoting environmental sustainability in the textile industry and
other chemical industry including but not limited to specialty chemicals, fabrics, medicine, and
industrial chemicals. This may include developing eco-friendly and biodegradable textile chemicals,
offering consultancy on sustainable practices, and implementing waste management and pollution
control measures. To do business manufacturer, general order suppliers, commission agents,
representatives, and distributors, of medicated and non-medicated chemical products, chemical food,
Chemicals for human and animal feed, photographic goods, oils, perfumes, cosmetics, soaps,
shampoo, lotions, creams, powders etc.
6. To set up a chemical factory for export, deemed export, and domestic sales, and to set up buying
house, bonded warehouse in Bangladesh as well as to carry on the business of operating a bonded
warehouse facility for storing textile chemicals, including dyes, pigments, finishing agents, and a
wide range of chemicals, products, and materials for various applications such as textiles, medicine,
9/20/23, 2:26 PM RJSC:Memorandum of Association
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RMG, yarn and industrial purposes. To provide warehousing services for textile chemicals, textile
processing materials, fabrics, medicine, RMG, textile, yarn, and other chemicals, including storage,
handling, labeling, and inventory management, in compliance with applicable laws and regulations.
To offer value-added services such as blending, repackaging, and quality testing of textile chemicals
within the bonded warehouse facility.
7. Manufacturing, importing, exporting and supply all kinds of chemicals including but not limited to
reactive dyes, disperse dyes, acid dyes, and pigment dyes, printing pastes, thickeners, binders, and
fixing agents, softeners, anti-static agents, flame retardants, water repellents, and wrinkle-resistant
agents, pre-treatment chemicals, bleaching agents, scouring agents, sequestering agents, and
enzymes, sizing agents, lubricants, and anti-static agents, stain removers, fabric conditioners,
laundry detergents, and specialized cleaning agents for different types of fabrics, coagulants,
flocculants, pH adjusters, and biocides to ensure compliance with environmental regulations.
8. To attain the business objectives company may enter into Partnership, Joint-venture, take over or
Amalgamate with any other company and also to take Loans from Bank/other Financial Institutions
in such a manner as may company thinks fit.
9. To mortgage the property and assets of the company as securities for loans and/or any credit
facilities to be given to any associate company or companies or third party and also to give
guarantee securing liabilities of such associate company or companies and/or third party.
IV. The liability of the members of the Company is limited by shares.
V. The Authorized Share capital of the Company is Tk. 1100000000 ( BDT One Hundred Ten Crore Only )
divided in 110000000 ( Eleven Crore ) ordinary shares of Tk. 10 (BDT Ten Only ) each.with power to
increase or reduce the capital and to divide the share capital into different classes and to attach thereto any
special right or privilege or condition as regard dividends, repayment of capital, voting or otherwise or to
consolidate or sub-divide the shares.
Please print the bordered section below and then sign on the paper and finally upload the signed
scan copy of MOA and Form-IX as .zip format.
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 / 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.
Sl. No. Names, Addresses and description of subscribers No. of shares taken
by each subscriber Photo of Subscriber
Signature
of
Subscriber
1.
Name: NICCA CHEMICAL CO., LTD.
Address: 4-23-1 Bunkyo, Fukui City, Fukui Prefecture
910-8670, Japan.
Represented by :Mr. Yasumasa Emori
Father's Name:
Mother's name:
Date of Birth:
E-mail:
Phone:
Tin:
Nationality:
National Id:
53999000 shares
( Five Crore Thirty
Nine Lac Ninety Nine
Thousand )
2.
Name: HONG KONG NICCA CHEMICAL CO., LTD.
Address: Unit 1608 & 1610, Profit Industrial Building
No.1-15, Kwai Fung Crescent Kwai Chung, N.T.,Hong
Kong
Represented by :Mr. Yasumasa Emori
Father's Name:
Mother's name:
Date of Birth:
E-mail:
Phone:
Tin:
Nationality:
National Id:
1000 shares
( One Thousand )
Total 54000000 shares (
Five Crore Forty Lac )
Witness 1: : Witness 2: :
9/20/23, 2:26 PM RJSC:Memorandum of Association
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Name : Biswajit Banik Name : Md Asif Ikram
Address : Flat-12B, Sheltech Astra, 158
Shantinagar, Dhaka-1217. Address :
Flat#A3; Plot#167; Road#03;
Mohammadia housing society;
Mohammadpur, Dhaka-1207.
Phone : +880-181-913-4632 Phone : +880-171-325-9565
National Id : National Id :