*************
. ***"********************************* **** *** ************ ** **
***
.
*********************"**************snanesn.****s*en***************************
******************
**** ******
.. CTI. *********
.
**********************************"
**i**d******.
1 ron ETEA, MJA, T1^f S2 2
y. ******** ****** *** e**************** ** ******************|
. ******** ********
O2-0-20
*****************************************************************
.
. TE ER TT TIN T *********************************************.*********.* *.**** ..
"*****.
8.
S. ************************************""***
******"*********************************************
*******"***********°***********.
fw.Nrum I slam
10-02-2023
() e xan ("i fokiora cagA)
**********************************************'************************
*********************************asssses******************srgns* .oersaessaes
. MT& fandraa *arT
Certificate of Incorporation
(under Act XVIII of 1994)
N.B. This certificate is digitally signed. Please find the soft copy to verify
the signature.
No. C-186171/2023
I hereby certify that MIURA BANGLADESH CO., LTD. is this day
incorporated under the Companies Act (Act XVIII) of 1994 and that the
Company is Limited.
Given under my hand at Dhaka this Fifth day of January two thousand and
twenty-three .
By order of
Registrar
Assistant Registrar
Registrar of Joint Stock Companies & Firms
Bangladesh
Issue No. 341996 Date: 05/01/2023
Form XII
Particulars of Directors, Manager and Managing Agents and of any change therein
The Companies Act, 1994 (See Section 115)
Name of the Company: MIURA BANGLADESH CO., LTD. , Reg. No. C-186171, Reg. Date: 05-JAN-23
This document is digitally signed. Please find the soft copy to verify the signature.
Entity Address: Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, , Dhaka
Yuji Kido Nominee Director of Miura Industries (Thailand) Co. , Ltd. Presented for filing by:
Mimoto Junichi Nominee
Director of Miura South East
Asia Holdings Pte. Ltd.
Yuji Kido Nominee Director of
Miura Industries (Thailand) Co.
, Ltd.
Japanese
Japanese
--- Select -
--
--- Select -
--
l0F., No. 6, Ln. 81, Fuxing N.
Rd.,Songshan Dist., Taipei City 105039,
Taiwan(R.O.C.), N/A, Phone :+886-966-
503-711, email:
mimoto_junichi@miuraz.co.jp, National
ID: TT2427990, TIN: 0
5/185 Rhythim, Sukhumvit 42 Alley, Phra
Khanong, Khlong Toey, Bangkok 10110.,
N/A, Phone :+6685-483-9442, email:
kido_yuji@miuraz.co.jp, National ID:
TR8525313, TIN: 0
Director
Managing Director
1
2
Date of
Incorporation
-do-
Sl. The Present Name (a) or Names
and Surnames (d)
Nationality Nationality of
Origin (other
than the
present
nationality)
Usual Residential Address Other Business,
Occupation and
Directorship, if
any, if none,
state so (b)
Changes Date of
Appointment
or Change
11-Dec-2022 (State whether Director, Manager or Managing Agents)
Yuji Kido Nominee Director of Miu
Dated:
Managing Director
(Signature)
Issue No. 341997 Date: 05/01/2023
Form XII
Particulars of Directors, Manager and Managing Agents and of any change therein
The Companies Act, 1994 (See Section 115)
Name of the Company: MIURA BANGLADESH CO., LTD. , Reg. No. C-186171, Reg. Date: 05-JAN-23
This document is digitally signed. Please find the soft copy to verify the signature.
a Industries (Thailand) Co. , Ltd.
(a) In the case of a Corporation its corporate name and registered or principal office shall be shown;
(b) In the case of an individual who has no business occupation but any other directorship or directorships, particular of the directorship or some of these
directorships must be entered. A complete list of directors, manager, managing agents shown as existing in the last particulars delivered shall always
be given;
(c) A note of the changes of the last list shall be made in this columns by placing against new directors name the words in place of ............... by writing
against a new directors, name the words "deed" resigned to as the case may be;
(d) In case of a firm the full name, address and nationality of each partner, and the date on which each became a partner.
(e) In case of multiple representatives, use comma(,) to separate names.
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
MIURA BANGLADESH CO.,
LTD.
Issue No. 341998 Date: 05/01/2023
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
MIURA BANGLADESH CO., LTD.
I. The name of the company is MIURA 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
objects will be implemented after obtaining necessary permission from the
Government/concerned authority/competent authority before commencement of the
business):
To carry on the business of trading, buying, sell, exporters, importers, Marketing,
indenters, commission agents, selling agents, distributors, brokers, stockiest,
merchants, wholesalers, retailers, buyers, manufacturers, general order suppliers,
and dealers of boiler, boiler parts, boiler chemical, water treatment equipment, and
garments related machinery.
To set up the business and maintain industries for maintain of steam boiler, all kinds
of boiler-related parts, boiler chemicals, and water treatment equipment. Research
and development of all kinds of boiler-related products, boiler chemicals, and water
treatment equipment.
To do the business of assembling, installing, repairing, and maintenance of all kinds
of boilers, boiler parts, boiler chemicals, water treatment equipment, and garments-
related machinery all over Bangladesh.
To carry out the business of analyzing, inspecting, and reviewing, testing the
water quality of the factory and the water treatment plants and water treatment
equipment of the garment factory.
To carry the business of Boiler Water Treatment Chemicals production and to
ensure the boiler systems are correctly maintained and operate at optimum
efficiency. scientifically formulated to improve the operation and maintenance of
industrial boiler systems and steam generation plants by proactively managing the
problems associated with the use of water including scale fom1ation, metallic
corrosion, boiler water carryover, and sludge deposition etc.
To carry out the business of boiler-related consultancy and advisory in order to
reduce the energy consumption is being used in boilers and to improve the boiler
efficiency by providing guidelines for proper management of boilers. Bring new
technology in the boiler industry.
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.
1
2
3
4
5
6
7
8
IV. The liability of the members of the company is limited by shares
The Authorized Share Capital of the Company is TK. 60000000 ( Six Crore ) divided
into 600000 ( Six 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.
A LIMITED BY SHARES
This document is digitally signed. Please find the soft copy to verify the signature.
We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Memorandum of Association and
we respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
Entity Name: Miura South East Asia Holdings
Pte. Ltd.
Entity Name: Miura Industries (Thailand)
Co., Ltd.
Represented By: Mr. Keiichi Murakami
Address: No.3 Soon Lee Street, 03-36/37/38,
Pioneer Junction, Singapore 627606.
Represented By: Mr. Yuji Kido
Address: No.3 Soon Lee Street, 03-36/37/38,
Pioneer Junction, Singapore 627606.
Share
Holder
Share
Holder
297000
( Two Lac
Ninety
Seven
Thousand
shares)
3000
( Three
Thousand
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
M Jubaer Alam Azimul Ahsan
20/A Central Basabo, Sobujbagh,
Dhaka.
Phone : +880 1521 455 358
NID :
House 24, Road 12, Rupnagar Section
2, Mirpur
+880 1722 200 666 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
MIURA BANGLADESH CO., LTD.
1.
2.
3.
4.
5.
The Regulations contained in the Schedule-1 of the Companies Act (XVIII Act of
1994) as applicable to Private Limited Company, shall apply to this Company with
regard to such provisions as are not negative or modified by or as are not contained
in the following Articles or any other Articles that may from time to time be framed
by the Company in a General Meeting.
In the construction of these Articles unless inconsistent with the context the
singular shall include the plural and the masculine shall include the feminine and
vice-versa and the following words and expressions shall have the following
meanings: Article means these Articles of Association, Capital means the Share
Capital for the time being raised, or authorized to be raised, for the purpose of the
Company and subject as aforesaid and unless the context otherwise requires words
or expressions contained in these articles, shall bear the same meaning as in the Act
in force at the date at which these articles become binding on the Company.
The Company is a private company within the meaning of clause (q) of section 2(1)
of the Companies Act, 1994 and accordingly: (i) No invitation shall be issued to the
public to subscribe for any share or debenture of the Company; (ii) The number of
the members of the Company (exclusive of the persons in the employment of the
Company) shall be limited to fifty, provided that for the purpose of this provision
where two or more persons held one or more shares jointly in the Company, they
shall be treated as a single member; and (iii) The right to transfer the shares of the
Company shall be restricted in the manner hereinafter provided.
The Authorized Share Capital of the Company is TK. 60000000 ( Six Crore ) divided
into 600000 ( Six Lac ) Ordinary Shares of TK 100 ( One Hundred ) each with the
power to increase and reduce the capital and to divide the shares in the capital for
the time being into several classes and to attach thereto respectively any
preferential, deferred, qualified, or special rights, privileges or conditions as may be
determined upon by or in accordance with the regulations of the Company, and to
modify or abrogate any such rights, privileges or conditions in such manner as may
for the time being be provided by the regulations of the Company.
The certificate of title of shares and duplicate thereof, whenever necessary, shall
be issued to the members under the common seal of the Company and shall be
signed jointly by the Managing Director and any other Directors as determined by
the Board of the Company. Any two or more joint holders of shares for the purpose
of these Articles shall be treated as a single member and the certificate in respect
of any such shares shall, unless authorized by all the joint holders in writing be
delivered to the person first named in the register.
If any certificate is worn out, destroyed, defaced or lost, a new certificate may be
reissued in lieu thereof on such terms and on such indemnity as the Board of
Directors may think fit.
PRELIMINARY
INTERPRETATION
PRIVATE COMPANY
SHARE CAPITAL
SHARE CERTIFICATE
A LIMITED BY SHARES
This document is digitally signed. Please find the soft copy to verify the signature.
6.
7.
8.
9.
10.
11.
(i). Except as otherwise expressly permitted hereunder, no share of the Company
nor any interest therein shall be transferred, pledged, hypothecated, sold, assigned,
or in any way encumbered by any party, unless such share shall have first been
offered in writing for sale to the rest two parties.
(ii). Notwithstanding anything contained in this Articles, such share shall have first
been offered in writing for sale to the rest two parties. Within Sixty (60) days after
delivery of such offer of sale, the offeree shall accept or reject such offer in writing.
In the event of such offer being rejected, or in the event of no written acceptance
or rejection being sent by the offeree, the offer or shall be free to transfer or
otherwise dispose of such shares to others within thirty (30) days after the notice
of rejection is received or after the expiration of the above Sixty (60) days period.
The Directors may, with the sanction of the Company, in general meeting increase
the share capital by such sum to be divided into shares of such amount, as the
resolution shall prescribe. The Company may, by special resolution, reduce its shares
capital in any manner and subject to any incident authorized and consent required
by law.
The Board of Directors may, from time to time, raise or borrow any sum or sums of
money for the Company from any person, bank, firms, companies and particularly
from any Director and may secure the payment of such money in such manner and
upon such terms and conditions in all respects as they think fit and in particular by
making, drawing, accepting or endorsing on behalf of the Company any promissory
notes or giving or issuing any other security of the Company or by mortgage or by
charge or by the perpetual or terminable and with or without a trust deed charged
upon all or any part of the property of the Company (both present and future)
including its uncalled capital for the time being.
There shall be at least one ordinary general meeting to be called the Annual General
Meeting every year. It should be held every calendar year as soon as practicable
after the annual closing of account of the Company but not later than fifteen
months from the date of the last Annual General Meeting of the Company. The first
General Meeting shall be held within 18 months from the date of its incorporation.
The above meeting shall be called Annual General meeting and all other meetings of
the members of the company shall be called Extra-ordinary General Meeting and
presided over by the Chairman of the company and in his absence by any of the
Directors of the Board as may be decided.
Subject to the provisions of Section 87(2) of the Companies Act, 1994 related to
special resolutions at least twenty-one days¿ notice from the date of posting of the
notice specifying the place the date and hour of the general meeting shall be given
and in the case of special business, the general nature of such business shall be
notified to the members, which may, with the written consent of all the members,
may be called by shorter notice and in such manner as the members think fit.
2 (Two) at least Shareholders either physically or by proxy present will form the
Quorum for transacting any business at any Ordinary or Extraordinary Annual General
Meeting.
TRANSFER AND TRANSMISSION OF SHARES
ALTERATION OF CAPITAL
BORROWING POWERS
GENERAL MEETING
PROCEEDING AT GENERAL MEETING
QUORUM (AGM)
This document is digitally signed. Please find the soft copy to verify the signature.
12.
13.
14.
15.
16.
17.
2 (Two) at least members of the Board have to present in person and be qualified to
vote shall form a Quorum. No business shall be transacted or discussed at any Board
Meeting unless the requisite quorum is present at the commencement of the
meeting. The Chairman of the Board of Directors shall preside over every General
Meeting. In absence of the Chairman, any Director elected by the Board shall
preside over the meeting.
Any matter which requires a general resolution of shareholders meeting under the
Act shall be validly passed at any Shareholders¿ Meeting where the resolution has
been approved by the majority of the votes of the Shareholders present at the
Shareholders¿ Meeting personally or through their respective proxies or authorized
representatives. Any matter which requires a special resolution of shareholders
meeting under the Act shall be validly passed at any Shareholders¿ Meeting where
the resolution has been approved by three-fourths or more of the votes of the
Shareholders present at the Shareholders¿ Meeting. Notwithstanding any other
provision herein, any resolution at Shareholder¿s Meeting shall be made by poll
based on the voting right attached to the Shares, not by showing of hands.
Unless Otherwise determined by the company in general meeting the number of
directors shall not be less than 2( Two ) and not more than 10( Ten ).The following
persons shall be the first directors of the company unless anyone of them voluntarily
resigns the said office or otherwise removed therefrom under the provisions of
section 108(1) of the companies Act, 1994.
1. Mimoto Junichi Nominee Director of Miura South East Asia Holdings Pte. Ltd.
2. Yuji Kido Nominee Director of Miura Industries (Thailand) Co. , Ltd.
The qualification of a Director shall be holding in his/ her own name at least 100
(One Hundred) shares of the nominal value of Tk. 100/= (One hundred) each. In
case of Nominee Director or Representative, Director Qualification is not required.
The Board of Directors shall have power at any time and from time to time to
appoint any other person to be a Director of the Company either to fill up a casual
vacancy to the Board by co-option so that the total number of Directors shall not
at any time exceed the maximum number of Directors fixed by the Company. The
management of the business of the Company shall be in the hands of the Board of
Directors who may pay such expenses of any preliminary and incidental to the
promotion, establishment and registration of the Company and do such acts as may
be exercised and done by the Company as are not forbidden by the state or by this
Articles required to be exercised or done by the Company in general meeting,
subject nevertheless, to any regulation to be inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in General Meetings,
which shall be valid and effectual.
The Board of Directors may appoint an Alternate Director to act for Director
(hereinafter called ¿the Original Director¿) during his absence for a period of not less
than three months from the state in which the meetings of the Board are ordinarily
held. An Alternate Director appointed under this Article shall not hold office as such
for a period longer than that permissible to the Original Director and shall vacate
QUORUM (Board Meeting)
VOTE OF MEMBERS
DIRECTORS
QUALIFICATION SHARES
POWER OF DIRECTORS
ALTERNATE DIRECTOR
This document is digitally signed. Please find the soft copy to verify the signature.
18.
19.
20.
21.
22.
23.
office if and when the Original Director returns to that state, if the terms of office
of the Original Director is determined before he so returns to that state, any
provisions in the Act or in these Articles for the automatic reappointment of retiring
Directors in default of another appointment shall apply to the Original Directors and
not to the Alternate Director.
Yuji Kido Nominee Director of Miura Industries (Thailand) Co. , Ltd. shall be the first
Managing Director of the Company for a period of 05 (Five) years from the date of
Incorporation of the Company. He shall perform such functions and exercise such
powers as may be decided by the Board of Directors. The Managing Director shall be
a member of the Board but not be subject to retirement by rotation. Retirement of
the Managing Director shall be as per the Act. The Board of Directors may remove
the Managing Director if needed in the interest of the Company by passing a
resolution.
Subject to the provision of the Act the day-to-day operations, Management, and
Administration of the Company shall be in the hands of the Managing Director in
accordance with the terms of their respective contracts or in such other manner
and to such extent as the Directors may from time to time decide.
The Company shall open Bank Account with any scheduled Commercial Bank/Foreign
Bank or Financial Institutions and shall be operated as per decision by the Board of
Directors of the company from time to time.
The Board of Directors may from time to time appoint any suitable and acceptable
person(s) as Advisor of the Company and fix up their remuneration.
When a notice is sent by registered post, service of the notice shall deem to be
effectual by properly addressing, prepaying and posting a letter containing the
notice and unless the contrary is proved to have effect at the time which the letter
would deliver by post and Regulation no 113 to 117 of the schedule shall apply.
Notice sent by e-mail or any other electronic way to the such registered address
also counts as properly service of notice as required by the act.
The Company at its General Meeting may declare dividends, but no dividend shall be
credited as Paid Up on their respective shares or the members in the capital of the
Company at the date to declaration of the dividend after the creation of reserve as
they think it. No dividend shall be payable except out of the profits of the Company
of the year or any other undistributed profits and no dividend shall carry interest as
against the company. The Board of Directors shall have absolute discretion as to
the employment of the reserves created out of the net profit of the company and in
declaring fully paid Bonus Share out of profits. The Board of Directors may from time
to time pay to the members such interim dividends as appear to the directors
justified by the profits of the Company.
The Company shall have a common seal and where the seal is affixed shall be
MANAGING DIRECTOR
POWER OF MANAGING DIRECTOR
BANK ACCOUNT
ADVISOR
NOTICE
DIVIDEND AND RESERVE
SECRECY
This document is digitally signed. Please find the soft copy to verify the signature.
24.
25.
26.
countersigned by the Managing Director or any other Director, if so, authorized by
the Board, such seal and signature shall be conclusive evidence of the fact that the
seal has been properly affixed.
The Chairman, Managing Director, Director, Advisor, Manager, Secretary, Auditors,
Accountants, Officers, Agents or other person employed in the business of the
company shall have to observe strict secrecy respecting all matters which may
come to his knowledge in the discharge of the duties when required to do so by
resolution of the company or by court of law or where the person connected is
required to do so in order to comply with any provision of the law or in these
presents.
If and whenever any difference shall raise between the Company and any of the
members of their representative touching the construction of any of the Article
herein contained or any Act. matter or thing made, done or omitted in regard to the
rights and liabilities arising hereunder or arising out of the regulation existing
between the parties by reasons of these presents or of the statutes or any of
them, such difference shall be forthwith referred to two Arbitrators, one to be
appointed by each party and difference to an Umpire to be chosen by the
Arbitrators before entering on the consideration in accordance with the provisions of
the Arbitration Act, 2001.
If the Company is wounded up the surplus assets (subject to any rights attached to
any special classes of shares forming part of the capital for the time being) of the
Company be applied first in the repayment of capital paid up on the ordinary shares
and the excess (if any) shall be distributed among the members in proportion to the
number of shares held by them respectively. The Director, the Secretaries, the
Auditors and other Officers or Servants for the time being in relation to any of the
affairs of the company be indemnified out of the assets of the Company from and
against all or any act done or omitted in or about the bona-fide execution of their
duty.
ARBITRATION
WINDING UP
This document is digitally signed. Please find the soft copy to verify the signature.
We, the several persons, whose names addresses are subscribed below are desirous of
being formed into a company in accordance with this Articles of Association and we
respectively agree to take the number of shares in the capital of the company set
opposite to our respective names.
Entity Name: Miura South East Asia Holdings
Pte. Ltd.
Entity Name: Miura Industries (Thailand)
Co., Ltd.
Represented By: Mr. Keiichi Murakami
Address: No.3 Soon Lee Street, 03-36/37/38,
Pioneer Junction, Singapore 627606.
Represented By: Mr. Yuji Kido
Address: No.3 Soon Lee Street, 03-36/37/38,
Pioneer Junction, Singapore 627606.
Share
Holder
Share
Holder
297000
( Two Lac
Ninety
Seven
Thousand
shares)
3000
( Three
Thousand
shares)
1
2
sd/-
sd/-
Name Position No. of
Shares
Taken
SL
No.
Signature
of
subscribers
Witness 1 Witness 2
Name :
Address:
M Jubaer Alam Name : Azimul Ahsan
20/A Central Basabo, Sobujbagh,
Dhaka.
Phone :
NID :
+880 1521 455 358
Address: House 24, Road 12, Rupnagar Section
2, Mirpur
+880 1722 200 666
NID :
Phone :
Government of the People's Republic of Bangladesh
National Board of Revenue
Taxpayer's Identification Number (TIN) Certificate
TIN : 166333848808
This is to Certify that MIURA BANGLADESH CO., LTD. is a Registered Taxpayer of National Board of Revenue
under the jurisdiction of Taxes Circle-222 (Company) , Taxes Zone 11, Dhaka .
Taxpayer's Particulars :
1) Name : MIURA BANGLADESH CO., LTD.
2) Registered Address/Permanent Address : Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-
2,Gulshan Model Town, Gulshan, Dhaka, PO : 1212, Bangladesh
3) Current Address : Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2,Gulshan Model Town,
Gulshan, Dhaka, PO : 1212
4) Previous TIN : Not Applicable
5) Status : Company
Date : January 11, 2023
Please Note:
1. A Taxpayer is liable to file the Return of Income under
section 75 of the Income Tax Ordinance, 1984.
2. Failure to file Return of Income under section 75 is liable
to-
(a) Penalty under section 124; and
(b) Prosecution under section 164 of the Income Tax
Ordinance, 1984.
Deputy Commissioner of Taxes
Taxes Circle-222 (Company)
Taxes Zone 11, Dhaka
Address : 9 Topkhana Road (1st Floor), Segunbagicha,
Dhaka. Phone : 029514876
N. B: This is a system generated certificate and requires no manual signature.
T faBHA National ID Cand
ame
NASAIN ISLA
anr Date of Brth 03 Dec 1991
NIO No 643 929 0666
T/RSt 2, 2T/3T,0S,
od GrouD A ace of Bh KHULNA ine Dae 16Mar 2017
IKBGD643929066<61<<<<<<<<<<<<<
9112034F3203156BGD<<<<<<<<<<<0
ISLAM<NASRIN<<<<<<<<<<<<<<<<<
MIURA BANGLADESH CO. LTD.
MIURAa Level 11, SanmarTower - 2, Plot # 38A, Road - 35, Gulshan -2, Dhaka-1212, Bangladesh.
Phone no: +88 02 48810577
Date: 5th January 2023
To whom it may concern
I am Yuji Kido, Managing Director of MIURA BANGLADESH C0., LTD. solemnly declared that by
the approval ofthe Board of directors ofMIURA BANGLADESH CO., LTD. do hereby appoint/nominate
Ms. Nasrin Islam, (Assistant Manager of the MIURA BANGLADESH CO., LTD.) S/o- MD. Nazrul
Islam, National ID No. 6439290666 of B/8 Melody Homes, 623 Boro Moghbazar, Dhaka-1217,
Bangladesh, to apply and obtain Trade License from the relevant local Government authority on beBhalf of
MIURA BANGLADESH co., LTD. and to represent the Company beforethe Authorities, obtain. renew
and amend1ment of such certificate. Forms and also file necessary Returns of the company.
Sincerely,
Yuji Kido
Managing Director
MIURA BANGLADESH CO., LTD.
S00
8 S
DEED OF LEASE- (AMENDMENTD
This Deed of Lease (Agreement) is made in Dhaka, Bangladesh on the date of 25th October
2022 of the Christian era.
BETWEEN
KALAM REAL ESTATE SERVICES, represented by MR. SALMAN KALAM, Managing Director
(NID: 2692619483813; Contact Details: +88 01712251310 and +88 01730356666; Email:
salman@krasbd.com; Website: www.irasbd.org ), Tread License Number: 023895, NID
Number: 2692619483813; with its corporate headquarters located at "Baro Bhuiyan" in
13th floor (level:14/B), House # CWN (A) 3A, Road # 49 and Kemal Ataturk
Avenue,Gulshan Model Town, Dhaka-1212; hereinafter called "THE LeSSOR"(which
expression shall mean his heirs, successors, executors, administrators, legal representative,
nominees and assignees) of the FIRST PARTY.
AND
Mr Kido Yuji bearing passport number: TR$525313, Organization: MIURA
BANGLADESH CO., LTD.; (hereinafter called the "SECOND PARTY" or "THE LESSEE" which
expression shall mean his heirs, successors,executors, administrators, legal representative,
nominees and assignees) of the SECOND PARTY.
WHEREAS, the aforesaid SECOND PARTY has approached the FIRST PARTY to take on leas
of the space in the said Level: 11 (Lift 11) situated at "SANMAR TOWER-2", COMMERCIAL
BUILDING at PLOT# 38A, ROAD-35, GULSHAN-2, DHAKA 1212 covering an area of
approximately 3055 sq-ft. (three thousand fifty-five) square feet.
And WHEREAS, the LESSOR has agreed to let and the LESSEE
on lease on the terms and conditions set forth hereinafter.
s agreed to take the premises
1. DURATION:
The LESSOR hereby agrees to let, and the LESSEE hereby agrees to extend the lease,
with exclusive possession and control for commercial use / office space for a period of two
(02) years, commencing on 1t December 2022 and ending on 30th Novembe
2024 (the TERM).
2. RENT, SERVICE CHARGE AND OTHER PAYMENTS:
2.1. Rent:
This rent is incluslve of at least 01 (one) car parking space which will be handed over
to the LESSEE at the time of handover of the leased premises. All figures mentioned
relating to the Rent Rate in this agreement is the Net Amount. The monthly rent and
maintenance charges yable by the LESSEE to the LESSOR shall be as follows:
The nonthly rent (excluding service charges) for the Leased Premises for two (02) years
of lease period shall betp|2r 7or 3 1a
wwwww
8
Level Total Rent per month
raka (BDT)
(Excluding VAT & TAX ) 340,000/- (Three Hundred Forty
Thousand Taka Only)_
11
2.2. Services Charges / Building Management Fee:
The Lessee shall pay the monthly service charge/ building management fee at actual to
the building which is excluding the rent.
2.3. Advance Payment:
The LESSOR shall be entitled to receive an advance payment equivalent to initial three
(03) months rental, amounting to BDT 1.020.000/-(One Million Twenty Thousand Taka
Only) which will be adjusted with the first three (03) months' rent of the duration fromn
1st December 2022 to 28th February 2023. The LESSEE shall pay subsequentiy on a
quarterly basis (3 months one time) from 1st March 2023.
2.4. Security Deposit:
The Lessee has paid to the LESSOR as security deposit a sum ofBDT 1.385.680/: (One Mili
Three Hundred Eighty-Five Thousand and Six Hundred Elghty Taka Only).equivalent to four (04) months' rent at the time of signing the agreement which is carried forward from the
principle lease signed on 29th April 2019.
2.5 Two (02) months' security deposit shall be adjusted with the last two months' rent and
two (02) months' security deposit will be refunded to the LESSEE at the end of lease
period, barring no damages to the premises.
2.6. Payment Schedule:
PERIOD: 1st December 2022 to 30th November 2024
This monthly rent shall remain unchanged for the duration of the above-mentioned lease
period.
Ref. Particulars Amount in BDT
340,000 Monthly Rent (Excluding VAT & TAX)
Service Charge
Al
Excluded A2
Security Deposit (Equal to 4 months' rent)
- Carried forward from the principle lease
1,385,680
(Carried forward from the security
deposit of the princlpal contract)
A3
Advance Rent of 3 months (adjustable
with the three month rent from 1t 1020,000 A4
December 2022 to 28th February 2023
Quarterly payment onward for the whole
leas duration 1st March 2023
A5
S00 So0
8 S
2.7. The LESSEE shall pay the monthly rent within the first 7 (seven) days of each quarter
(the rent is due) according to the English Calendar.
2.8. Mode of Payment: The SECOND PARTY shall pay the rent of the apartment on or before
the 7th day of each quarter for which rent is due. Payment will be made in cash or sheque in
favorofKALAM REAL ESTATESERVICES,A/C No.01-9163549-01 Standard Chartered Bank. Gulshan, Dhaka,or whichever mode mutually agreed by both parties.
2.9 The LESSEE hereby accepts all responsibility for payment ofapplicable Advance
Income Tax and VAT as per law and exclude from rent. The tax certificate relating of AIT
(TAX CHALLAN) shall be submitted to LESSOR.
3. THE LESSEE HEREBY AGREES:
3.1. Not to transfer, mortgage or part with possession of any part of the leased premises in
any way to any person or party, or allow anyone to carry on any business, trade or
indulge in any undesirable social or anti-state activities in and around the leased premises
or charge or cause change of the character and nature of the leased premises.
3.2. Not carry out any alteration or additions or modifications to the leased premises or
demolish any part thereof.
3.3 To be responsible for proper internal maintenance and to keep the leased premises (with
furniture, fixtures and fittings) clean and tidy and in good order and condition.
3.4 To be responsible for any injury and damages to any part of the leased premises and any
sanitary, electrical, gas, air condition and water fittings and fixtures done and caused by
the LESSEE or employees.
3.5. To always permit the LESSOR or his representatives to enter into the leased premises at
a pre-appointed time for inspection thereof and/or for effecting repairs., maintenance,
additions, alterations, modifications, construction, improvements and such other works
whenever necessary and required for the leased premises or any part thereof.
3.6. The LESSEE shall do all minor repairs of sanitary, electrical fittings, glass panes, hinges
etc. of the leased premises at their own cost and structural problems will be addresseu
by LESSOR.
3.7. Not to keep or store any exploslve or dangerous or combustible substances liable to
cause injury to anyone or damage to the leased Premises. The manner of the use of the
leased premises will in no way create any disturbance to the neighbors.
3.8. To pay monthly electric bill, gas, bill, cable bill and Internet bill of the leased premises
as per consumption by the first week of the following month and the LESSEE shall hand
over the original paid receipt to the LESSOR every month.
3.9 Not to make or construct any structural alteration or additions of the demised premises
without the written consent of the LESSOR , but the LESSEE shall be at liberty to do so
at its own expenses to fix and attach, erect in the demised premises removable fixture
and fittings, such as screens, partitions, small laboratory, water drainage system
electrical fittiogs, etc and all such removable tixtures/fittings shall remain the absolute
property of the LESSEE who shall be entitled to remeve the sarne or any part thereof at
3
5TtaTO
ZAklalalslalslalalaRA
wwwwwwwwwwwwwwwwwwwwwww.w.wwwww.w
8 bo
the expiration of t
same condition in which it was before such fixtures/fittings were made. The Lessee is
allowed to make changes but he has to restore the structure in the same condition as
was taken at the time of the handover.
s tenancy and the LESSEE shall restore the demised premises to the
4. THE LESSOR HEREBY AGREES:
4.1. That during the term of the Agreement as long as the LESSEE pays the rent, and
materially fulfils their obligations under the Agreement, the LESSOR warrants that
neither the LESSOR nor anyone active on his behalf shall disturb the LESSEE in their
exclusive occupation, possession, control and enjoyment of the leased Premises.
4.2. That the LESSOR shall handover the demised premises to the LESSEE with all completed
facility like car parking, all fittings and fixture of level-11.
4.3. It is agreed by the LESSOR that no rental enhancement will be imposed on this lease
and we shall adhere to the terms of the entire duration of the Lease.
5. BOTH THE PARTIES HERETO FURTHER AGREE:
5.1. To maintain a good relationship throughout the Term of the Agreement.
shall, at the time of handover, replace/repair all breakages,
That the LESSE
deficiencies and damages to any fixtures and fittings in the leased premises, which may
happen during the tenancy (except normal wear and tear) except damage by fire not
caused by the LESSEE, flood, earthquake, war or other cause not due to the negligence
5.2.
of the LESSEE.
5.3. That upon the expiration or termination of the Agreement, the LESsEE shall deliver
possession of the leased premises with the whole of said fixtures and fittings in a sound
and clean condition, subject to normal wear and tear. If any discrepancy or loss arises at
the time of leaving the leased premises, the LESSEE shall pay compensation.
5.4. In case during the period of lease, the said premises or any part thereof shall be
destroyed or rendered unfit for use or ocCupation by fire, storm, flood, tempest,
earthquake, civil commotion or other acts of God, the Lessor shall repair and restore the
said premises to its former state within the shortest reasonable time which shall in any
case not exceed two (02) months from the date of occurrence or such damage or
destruction and for this purpose the Lessor shall be entitled to enter/ use all facilities
and ingress in and egress from the sald premises with or without workmen.
6. TERMINATION AND EXTENSION OF THE AGREEMENT
6.1. That this Agreement shall be terminated only wlth a 90 days' written notice by the
LESSEE. If the LESSEE falls to glve writen notice THREE months before termination of
the lease, then the LESSEE shall pay one months' rent to the LESSOR as compensation.
The LESSEE shall also inform to the LESSOR three (03) months in advance or three (03)
months before the expiry of the lease, if this lease shall not be extended for further lease
duration.
6.2. That the lease period of the Agreement may also be extended by mutual agreement
STtar
AlalalalallalalsiaiA
G
wwwwwwwwwwwww.wwwwwwwWwwwwwwwwwwwoai
8 bS
in writing on such monthly rent, terms and conditions as may be mutually agreed uporn 90 days before the effective date of termination of the Agreement.
7. IT IS MUTUALLY AGREED AND DECLARED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS
7.1. Any dispute or difference relating to the lease which is not settled by negotiation or other mode of settlement agreed between the LESsOR and the LESSEE, shall be submitted
to arbitration at the request of either party in accordance with the Arbitration Rules. The
Parties hereto agree to be bound by any arbitration award rendered under this clause as
the final adjudication of the dispute.
7.2. In case the LESSEE decides to remove its office from Bangladesh due to war, hostilities,
civil commotion or any other reason or decide to curtail, withdraw or change its program,
the LESSEE shall have the right to terminate this lease upon giving written notice to the
LESSOR of no less than 60 (sixty) days in advance, with the LESSEE having to make 60
days' rent and all utility and service charges until the date LESSEE surrenders the premises
in good condition. The LESsOR shall remain liable to refund the security deposit (after
adjustment of rent) to the LESSEE.
SCHEDULE OF THE RENTED PREMISES
Premises consist of Commercial floor space on Level: 11 (Lift 11), consisting of total
constructed area measuring approximately 3055 sq-ft. in "SANMAR
commercial building along with 1(one) car parking space on ground floor, with
Address: PLOT #38A, ROAD-35, GULSHAN-2, DHAKA-1212.
WER-2", a
IN WITNESs WHEREOF, the PARTIES HAVE AGREED HEREWTH to put their respective
signatures on the day, month and year first mentioned above.
This Agreement has been duly signed on the date set forth above in two (2) identical copies
of which the parties have each taken one (1).
Signature of the LESSOR: Signature of the LESSEE:
RLADE
mjuRA Mr. Salman Kalam Mr Kldo Yuji
Managing Director
Witness: Witness:
Mn Noonn 1
wwwipgo wwwwwwwww
S00 SO0
o08o9
POWER OFATTORNEY
KNOW ALL MEN BY THESE PRESENTS that, I am Yuji Kido, Managing Director
of MIURA BANGLADESH CO., LTD., of 5/185 Rhythim, Sukhumvit 42 Alley, Phra
Khanong, Khlong Toey, Bangkok 10110 Nationality: Japanese, Profession-Business by the
approval of the Board of directors of MIURA BANGLADESH CO., LTD. do hereby
appoint/nominate Ms. Nasrin Islam, (Assistant Manager of the MIURA BANGLADESH
CO., LTD.) S/o- MD. Nazrul Islam, National ID No. 6439290666 of B/8 Melody Homes
623 Boro Moghbazar, Dhaka-1217, Bangladesh, as an attorney whose signature is
appended below and attested by me to act on behalf of the MIURA BANGLADESH CO.
LTD. with respect to its operations in the Republic of Bangladesh as hereinafter appearing.
I3
S00
37 oS 80o
To apply and obtain Trade License from the relevant local Government
Authority on behalf of the company and to represent the Company before
the Authorities, obtain, renew and amendment of such certificate, Forms and
also file necessary Returns of the company.
ii) To sign all papers pertaining to Post & Telegraph and Telecommunication
Department and to generally represent the Company before the aforesaid
Authorities in the ordinary course of business.
ii) To make applications and returns and represent the company before any
department of the Government(s) or before any local Authorities for
sanctions/approvals/permission and also for the purpose of carrying out the
day-to-day operations of the company
iV) To make the necesary application for registration under various Labor &
Industrial Legislations as applicable and submit all necessary
papers/documents with regard to the same.
) To apply for any other papers to any other authorities and to obtain other
documents which have not been specilied above for the purpose of smooth
operation of the company
23
S00
This Power of Attorney is only for the purposes mentioned herein above and shall be valid
for a period of one year or revocation of the Power in any time by the Director of the
Company from the date of execution hereof.
Nasun Jklam
Specimen Signature of
Nasrin Islam
Yuji Kido
Managing Director of the Company
33