Download as pdf or txt
Download as pdf or txt
You are on page 1of 14

MEMORANDUM

AND
ARTICLES OF ASSOCIATION

AROGYA PHARMACY CO., LTD.

Private Limited Liability Company : 200,000,000 Riels


(= 50,000 USD, Rate : 4,000 Reils/$)

0 Translation
Memorandum and Articles of Association
AROGYA PHARMACY CO., LTD.
Private Limited Liability Company

Registered Capital: 200,000,000 Riels

☼☼☼☼☼☼☼
The persons named below:

1- Mr. MOHIT SINHA Businessman, Indian nationality.


Address: D-3003,NIKOO HOMES2, BHARTIYA
CITY THANISANDRA MAIN ROAD, BENGALURU,
KARNAKATA, INDIA.
Passport No. X2761149 Dated: 11-01-2024

2- Mr. GUPTA AMIT Businessman, Indian nationality.


Address: FLAT NO, 304, PRANAVAH MAGNOLIA
APARTMENT BELLENDUR, KARNATAKA,
BENGALURU, KARNAKATA, INDIA.
Passport No. W4641199 Dated: 27-09-2022

Have established a statute of a Limited Liability Company according to the voluntary


common agreement and the following terms:

ARTICLE 1
COMPANY NAME – FORMALITY
1-1 : Name
The company name is

AROGYA PHARMACY CO., LTD.


The company has for its use an identity seal having the company name in its surface. In all
notes, invoices, publicity document and other document of all kinds issued by the company shall be
specified below or after the name the clear letters and full words of “Limited Company “ S.A.R.L or
LTD. And the stated capital of the company shall be specified as well.
1-2: Business Form
A Limited Liability Company is founded in which the shareholders specified in the articles
below are its shareholder and in future it might have new and / or additional shareholders.

1 Translation
From the registration date in the Commercial Register, in accordance with the purview, this
company enjoys its own legal personality being under disposition of the law of the Kingdom of
Cambodia as well as under the regulation of the articles specified in the statutes and bylaws of the
Company.

ARTICLE 2
BUSINESS OBJECTIVES

The company has in Cambodia and in other countries direct business objectives as follows:
464 Wholesale of household goods
46431 Wholesale of pharmaceutical and medical goods
477 Retail sale of other goods in specialized stores
47721 Stores specialized in retail sale of pharmaceuticals
791 Travel agency and tour operator activities
79110 Travel agency activities (1)
79120 Tour operator activities (2)
479 Retail trade not in stores, stalls or markets
47910 Retail sale via mail order houses or via Internet
462 Wholesale of agricultural raw materials and live animals
46209 Wholesale of other agricultural products n.e.c.
46900 Wholesale of a variety of goods without any particular specialization n.e.c.
551 Short term accommodation activities
55100 Hotels and resort hotels
561 Restaurants and mobile food service activities
56101 Restaurants and restaurant cum night clubs
781 Activities of employment placement agencies
78100 Activities of employment placement agencies(2)

- To join by all means of the company with other existing enterprises or companies or with
enterprises or companies being established, directly or indirectly relevant to the business objectives of
the company, especially by the means of establishing a new company, sharing and registering as new
member or buying member’s right, merging activities, join venture or participating in other
cooperation.
In general, the company conducts all commercial operation related directly or indirectly or
similar or relevant to the above objectives or the operations aiming to improve the progress of the
company.

2 Translation
ARTICLE 3
OFFCICE’S ADDRESS
The company’s head office is located at: #394C, St35, Russey 1 Village, Sangkat Sangkat
Steong Meanchey3, Khan Meanchey, Phnom Penh, Cambodia.
This head office may be moved to another location in the same capital by a decision of the
Board of Directors, and to any other place outside Phnom Penh City with a meeting of and decision
by the shareholders.
According to the resolution of the shareholders’ meeting, and in compliance with the law in
force, the company can have one or more brand(s) in provinces or abroad.
ARTICLE 4
DURATION
The life term of the company’s activities shall be 99 (ninety-nine) years calculated from the
company registration date in the Commercial Register, except in the case of the premature company’s
dissolution or its extension. This term may be dissolved prematurely or may be extended.
At least one year before the expiry date of the term of 99 (ninety-nine) years, the Chairman of
the Board of Directors shall organize a meeting of shareholders in view to decide according to the
quorum conditions and the necessary majority required to amending the statutes whether the company
must be dissolved or extended .If the Chairman of the Board of Directors has not convened the meeting
to make this decision, with 1/3 of the votes power after filling a request a meeting by registered letter
and obtaining no response, may make proposal to the president of competent court to appoint a court
attorney(s) in charge to organize the meeting on behalf of all shareholders, in order to decide this
maters .

ARTICLE 5
CAPITAL – SHARES - SHAREHOLDERS

5-1: CAPITAL - SHARES


Company shareholders below have contributed the shares in cash as follows:
1- Mr. MOHIT SINHA 102,000,000 Riels
2- Mr. GUPTA AMIT 98,000,000 Riels

Total initial share consists of 200,000,000 Riels (Two Hundred Million Riels)
The total initial share of 200,000,000 Riels is entirely and completely paid in cash to the
company account by each shareholder according to his own shares, and this payment is recognized by
all members as having been completely and truthfully executed.

3 Translation
The registered capital is fixed at 200,000,000 Riels (Tow Hundred Million Riels) is equal to
the above paid total sum. This capital is allocated into 1,000 shares of stock with a par value of 200,000
Riels.
The above shares of stock shall be paid up wholly and completely to the company, and divided
and numbered to each shareholder in accordance with their own shares’ proportion as follows:

1- Mr. MOHIT SINHA 510 Shares, from Number 0 001 to 0510


2- Mr. GUPTA AMIT 490 Shares, from Number 0 511 to 1000

The total shares number of 1,000 shares is equal to the stated capital of 200,000,000 Riels
(One Thousand shares is equal to the stated Capital of Two Hundred Million Riels)

All company shareholders declare that the 1,000 shares created and divided according to the
above proportions have been agreed to by them as well, and paid up completely to the company. All
the shares have been registered in accordance with the shares of stock of each shareholder.
One can acquire the right as a shareholder of the company only if it/ He/ She has property in
shares as dividend to In case of any share cession, an agreement between the company shareholders is
required, according to terms specified in Article 6 and 6-2 this statute.
5-2: Increase and Reduction of Capital
Increase of Capital
The capital may be increased by all methods authorized by the law and in accordance with a meeting
of and decision by the shareholders:
. Creation of new shares in cash or in kind
. Transfer of partial or total reserve fund into capital
. Increase in value of each existing share
. By all other methods authorized by the law
In all cases when increasing capital by the methods increasing the value of existing shares and
by paying in cash to the company, a unanimous decision by the shareholders is required.
The admission of a new shareholder as transferee during an increase in capital according to
Article 6 must properly comply with the condition stipulated in this Article.
In all cases when increasing capital by adding shares in kind, these shares in kind must be
valued by share auditors, when the value of these shares exceed more than 40% of the capital. If the
value of these shares in kind is lower than 40% of the registered capital of the company, only all
company shareholders can make the valuation.
In all cases when increasing capital by shares in cash, all company shareholders unless there is
a valid objection, will a modality determined by a meeting of and decision by company shareholders

Reduction of Capital
The capital can be reduced whit a meeting of and decision by company shareholders, made in
accordance with the dispositions of law, but a reduction of the company’s capital should not affect the

4 Translation
equality of the shareholders or less than half of initial registered capital or lower than the capital fixed
by the law. The deduction of capital shall be authorized by a resolution of the meeting of the
shareholders.
5-3: Meeting of Shareholders
5-3-1 :
Meeting of the shareholders shall be held at least one a year, presided over by the Chairman of
the Board of Directors.
5-3-2 :
Meetings of the shareholders may be convened at any time, by a majority of the Board of
Directors, by the chairwoman of the Board of Directors, by majority of the vote power of the
shareholders, or by an auditor.
5-3-3 :
Meetings of the shareholders shall be held at the company’s office or at any other place as
specifies in the letter of invitation The letter of invitation shall provide the date, time, agenda and place
of the meeting and it shall be sent to all shareholders at least 20 days prior to the meeting is to take
place.
All shareholder shall keep their present address at the company’s head office, otherwise, that
shareholder cannot file a counter claim if he did not receive the notice of any meeting.
5-3-4 :
Quorum for the meeting of the shareholders shall be over half of shareholders’ vote power. If
at the first meeting of the shareholders, a quorum cannot reach, then a second meeting of the
shareholders shall be convened not later than 20 days after the date set for the first meeting.
A quorum for the second meeting shall be determined at 1/3(one third) of voting power of the
shareholders.
5-3-5 :
A resolution of the meeting of shareholders is acceptable only if it represents over 51% of the
total votes of the shareholders who are present at the meeting.
5-3-6 :
A meeting of the shareholders can be held with their proxy letters, in lieu their presence at the
meeting. In such a case, the decision of the meeting is acceptable only if all shareholders give their
unanimous consent to such decision.
5-3-7 :
All shareholders have the full right to participate in the making of decision, regardless of their
legal statutes and the number of shares owned by each of them, they have the right being equal to their
own shares to vote without any restriction. Each shareholders may assign Its/ his/ her spouse to
participate in all decisions.
Each shareholder may assign any other shareholder to represent It/ him/ her except the company
has only two shareholders.
In all case, each shareholder may assign a third party to represent It/ him/ her by a proper power
of attorney.
5-3-8 :

5 Translation
All minutes of the meeting shall be recorded in a registry, each page is to be arranged with a
serial number, and signed in brief, or on paper whose every page being prepared with serial number,
and signed in brief pursuant to the law.
A copy or a note of these minutes is valid only when it is authenticated by signature of
Chairman of the Board of Directors.
5-4: Contract between company and Shareholders or Director
All contracts made between the company and shareholder or Director must be submitted for
the decision of shareholder’s meeting.
It shall also be submitted for a decision at the shareholders meeting all the contracts made
between this company and another company which has its shareholders or Directors as members or
Directors of the parent company.
5-5: Right to get the Involved Information of Shareholders
When shareholders are consulted with, either through letter or meeting, each shareholder has
the right to find necessary documents and information, in order that they can perfectly express their
opinions, and take any justification for the company’s arrangement.
On the other hand, the company’s shareholder at all time has the right to propose the company
to issue a copy of company’s statute and bylaws with legalized copying confirmed that it can be legally
used.
5-6: Auditor
All shareholders can nominate by a decision at shareholders’ meeting one or more auditor(s)
in accordance with the disposition of law.
The auditor mandate comprises a term of 3(three) years. The auditor shall receive wages in
according to the law.
5-7: Current Account
With the agreement of the Directors, each shareholder can transfer or place in the company’s
fund a sum of money, which is necessary for the company’s use in the form of a current account.
This sum of money placed may or may not be provided interest, and can be used in keeping
with conditions determined by the Director(s).
The given interest must be recorded in general expenses account and can be subjected to an
annual reexamination.
All current accounts cannot be deemed as debtors. The company has powerful rights to pay
entirely or partly this amount, after notification in writing one month in advance.
First this payment must be paid into the current account comprising higher amount.
In case all current accounts are comprised of equal amounts, the payment must be based on the
same proportion for each account.
Any company shareholder who wishes to withdraw his/ her deposited cash, shall inform the
Director at least 3(three) months in advance.

6 Translation
ARTICLE 6
SHARES IN THE COMPANY–SHARE CESSION AND TRANSFER
6-1 : Shares in Company
6-1-1 : Rights and Obligation of Shares
All share may not represent as the negotiable bills in stock market. Each share gives to the
holder an equal right to the profits and current assets of the company.
One share gives the rights of one vote in a company resolution. The company shareholders are
liable for and insure the company debts and losses only up to the amount of their own shares deposited
in the company. Further, any additional call up on shareholders is prohibited.
The holding of property in a share of stock gives an effective right to participate as a
shareholder in the company statutes and bylaws and a right to attend to attend the meeting of the
company.
Regardless of the holder, all rights and obligation of shares are maintained just as they are.
The representative, the assign, the heir and creditor of each shareholder, under any pretext
whatever, have no right to sue for closing, for garnishment of property or for company documents or
to interfere in any decision of all the company management.
Those persons, in using their rights, must comply with the decision on inventory liquidation
and with the decision of all company’s shareholders.
6-1-2 : Indivisibility of a Share
Each share of stock is indivisible with regard to the company. The diligent partners(joint
owners) must nominate a common proxy chosen from among them or from another party to be their
representative attached to the company. If there is no common agreement, the most diligent partner
shall have to make proposal to the commercial court president to nominate this proxy.
6-2 : Cession and Transfer of Shares

6-2-1 : All shareholder can at any time, transfer a part or all of their own shares to other party or
parties or to third party or parties who is/ are their family member(s) or any other person or group of
people beneficial to the family and the join business.
All cession of shares shall be done in writing by a private contract or a deed executed and
authenticated by a notary.

In order to be valid with regard to the company or the third party, this contract is to be certified
for recognition by the company and to be deposited in one original at the company office and one
original to the Commercial Registration Bureau at the Ministry of Commerce, as well as to be
published in any relevant newspaper.
6-2-2 : Shares cession can be conducted freely between shareholders. This cession may also be freely
done between a shareholder and his/ her consorts, descendants even if these cessions had not been
shareholders in the company.

6-2-3 : The cession of shares, subject to payment or free of charge to a third person who is/ are not
shareholder(s) or to another person who is not a consort, ancestor, descendant, it can be executed by

7 Translation
resolution at the shareholders meeting represented a majority of the votes being over 70% of the votes
power of the shareholders presented at the meeting.
Any wish of cession must be notified in writing to the company and by registered letters to
each shareholder with acknowledgment.
If the company does not approve this share cession within 3(three) months of this non-approval
notice, the shareholder must send the registered letters with acknowledgment to other shareholder in
order to buy those shares at a price agreed to by all parties.
The company may decide under mutual to agreement with the shareholder wishing to make
cession, to buy those shares at a price agreed to by all parties.
After the term of 3(three) months, if the company has not purchased or arranged for any
company shareholder or any third party to buy those shares of stock or has not replied its decision
regarding the share cession, it is considered that the company has approved said share cession. The
shareholder wishing to make cession shall be able to conduct the share cession as specified by the
purview at the beginning.

6-2-4 : In case of the death of a shareholder, the company may continue normally its activities
between the living shareholders and rightful owner or heir of the decreased shareholder, and eventually
with the living consorts, and this with a condition that the latest persons are not shareholder, of the
company unless there are other conditions demanding that the agreement between those persons must
be made by a decision of the shareholders meeting representing a majority of votes which is over 51%
of the vote power of the shareholders present at the meeting.
If there is such a condition, the heir, rightful owner or consort has to provide documents
certifying their qualifications as heir, rightful owner or consort to the company within the latest 3(three)
months from the death date allowing all shareholders to resolve among themselves.
Within 8(eight) days of the receipt of those documents, Chairwoman of the Board of Directors
must send to all shareholders the registered letters with acknowledgment in which the describes and
presents the qualifications of the heir, rightful owner or consort of deceased shareholders as well as
the shares number of this decreased shareholder.
That letter demands that all shareholders give a response of approval. Within 3(three) months
after receipt of these letter, all shareholders shall give their reply of approval or non-approval. After
this term of three months, the shareholders who have not replied will be deemed to have approved.

ARTICLE 7
THE DISTRIBUTION OF REVENUES-THE DIVISION OF DIVIDENDS
7-1 : The Distribution of Revenues
The account of result minus all expenses of the operational period and minus the capital
repatriation and minus depreciation of all movables and immovable properties, it becomes a profit or
loss of the operational period.

8 Translation
This profit, after subtracting for previous loss, must be set a side 05 percent for the legal capital
reserve. The reduction of this 5% capital reserve will be ceased after the capital reserve increased up
to 10% of the company’s capital.
This profit that can be distributed to shareholders is the profit after deducting the previous
losses and legal fund reserve, plus the surplus benefit before.
This profit must be submitted to arrange by a meeting. By proposal of the Director this profit
can be reallocated for the following year or placed in the general or special fund reserve or distributed
to the purpose of dividing the reserve cash. But the dividends shall be primarily deducted from the
divisible profit of the financial period.
7-2: The Division of Dividends
They shall arrange the distribution and division of dividends after having an agreement on all
accounting statements and after checking that the amount is adequate for dividing. The method of
distribution must be determined by the meeting of shareholders or by the company’s director.
The distribution of dividends must be made within the latest period of 9(nine) months
calculated from the date closing the financial period. This term can be extended by the warrant of
competent court’s president which is resolved in accordance with the proposal of the company’s
director .
LOSS : Losses which have been confirmed in the accounting statement shall be distributed as
compensation to all shareholders according to their owned share proportion. The remainder of losses
shall be paid by deduction from profits in the following years.

ARTICLE 8
COMPANY’S OPERATIONAL YEAR – INVENTORY

Financial year start on the 1st of January and ends on the 31st of December except the first
financial year which is closed on 31st December of the year established company.
While closing each financial year, the Director shall make an inventory of assets and liabilities
of the company, balance sheet shall be detailed statement about current assets and liabilities, account
of the total result, all charges, the annex to be attached, and disclose also the data in balance sheet and
account of result.
Even should the company have no profit or insufficient profit, the Director shall arrange the
capital depreciation and necessary reserve.
The Director shall report of his/ her management concerning the previous financial year.
The report about management of the company, balance sheet, account of result and the annex
of drafted decision for the approval and the eventual audit statement must be sent to all shareholders
at least 20 days before calling for meeting in order to give resolution on these accounts.
From the date this information is obtained, each shareholder has her the right to pose enquiries
in writing, and the Director is obliged to mention them in the meeting.
The Inventory shall be kept at the office within 20 days before the meeting, for all shareholders
who are willing to check it.

9 Translation
For a conclusion, at any time, all shareholders have the right to collect by themselves in the
office of company, the information about annual accounts, inventory, all reports submitted to meeting
and all minutes of meetings related to the lash 3(three) years of the operational period.
ARTICLE 9
COMPANY DISSOLUTION- THE CHANGE OF COMPANY FORM- DISPUTES

9-1 : Loss of Capital- Company’s Premature Dissolution


The company shall be dissolved when the losses increase up ¾ of the company’s capital and in
the event this situation cannot be resorted within the period of one year.
The company also can be prematurely dissolved by collective decision of the company’s
shareholders even when the above mentioned losses have not incurred.
The company also can be dissolved by the courts with reasonable ground.

9-2 : Company Dissolution and Liquidation


The company is required to make liquidation at the time of its expiry or in case of company’s
dissolution by any cause. However, this dissolution effects to the third party from the date of
announcement in Commercial Register.
The legal personality of the company shall exist for the requirement of liquidation process until
the time finishing the liquidation and elimination from the Commercial Register. The phrase
“Company is in the process of liquidation” and the name of liquidator shall be mentioned in all letters
and documents issued by the company.
The liquidation process shall be implemented by one or more liquidators appointed by the
shareholders who represent a majority of votes being over 51% of the shareholders’ voting power
present at the meeting. The liquidators can be selected from among shareholders or outsiders.
The liquidation process shall be implemented in accordance with the law.
The correct result arisen from liquidation firstly, must be used for the payment of shares
amounts, which have not yet been paid.
The remaining balance will be divided among all shareholders according to the proportion of
their own shares.

9-3 : The Death – Prohibition – Bankruptcy of A Shareholder


The death, incapacity, the interdiction, or the failure of a shareholder who is a natural person
as well as the reformation or the winding up by the court procedure of any shareholder that is a legal
entity will not cause the dissolution to company, However, if any event among the above occurs to a
Director, this director shall have to be removed immediately from his/ her Director function.

9-4 : The Change of Company Form


The change of the company form into a public limited company can be made by a decision of
shareholders’ meeting represented by a majority of votes being over 51% of voting power of the
shareholders present at the meeting. This transfer can be conducted only when the company has
realized the balance sheet for two financial years.

10 Translation
The company is able to change its form to a public limited company by the decision of
shareholders meeting represented a majority being over 51% of the voting power of the shareholders
meeting, in the event that the balance-sheet shows obvious capitals of the company increased up to the
amount of 100,000,000 Riels (one hundred million Riels).
For all decisions to change the company’s form, an audit statement of the company’s status
shall be executed in advance, even though this company may not have an auditor yet.
After 2(two) years, if the number of the company’s shareholders has increased by more than
30(thirty) persons, the company’s form may also be change to a form of Public Limited Liability
Company.

9-5 : Dispute
All complaints or conflicts which might arise between shareholders, or between a shareholder
and a Director and with the company, during the life times of the company or during an audit shall be
mediated within the company. In case of the mediation within the company could not be achieved,
such conflict or complaint shall be referred to the institution of commercial arbitration or to competent
court of the Kingdom of Cambodia.
ARTICLE 10
DIRECTORS
10-1 : DIRECTORS

The company shall be managed and administered by one or more directors who is/ are natural
person(s) selected by the shareholders.
The Director’s mandate may be for undetermined term.
The Director may be re-appointed when necessary and appreciate.
The Director shall be appointed through the shareholders decision represented by a majority of
votes being over 51% of the vote power of the shareholders present at the meeting.
The Director may resign from his/ her position, however, He/ She shall inform 3(three) months
in advance, by a registered letter with acknowledgment of all the company’s shareholders.
The Director may be dismissed from office by a decision of the shareholders representing a
majority of votes being over 51% of the vote power of the shareholders present at the meeting.
The Director may receive as a reward for his/ her function a wage, which is determined by
decision of the shareholders.
The resolutions of the meeting of the Board of Directors shall be complied with by a majority
of the Quorum of the Board of Directors shall be a majority of the Directors present in the meeting.
In the Board Of Directors’ meeting, a Director may be representing as only a proxy for another
Director, through an authorized writing letter.
The Chairman of the Board of the Directors or when necessary, with 1/3 of the number of
directors may have the right to convene a meeting of the Board of the Directors by invitation letter sent
to all of the directors at least 20 days prior to the meeting.
The invitation for the Director overseas must be immediately sent by air or by fax, or by telex
Invitation letters must describe in particular the place, date and time of the meeting and the
agenda of the debating.

11 Translation
Each Director shall keep a clear record of his/ her permanent address at the office of the
company otherwise this Director may not make a claim against the failure of the meeting if he did not
receive any notice for the meeting.

10-2 : The Power of Chairwoman of the Board of Directors

In relationship with third person, the Director is granted full power to conduct business
activities of the company in all occasions.
The Chairman of Board of Directors has full power to present the company and to manage
activities with signing for all tasks within the framework of company’s business objective and shall be
fully liable for the third persons.
This power used for any matter to the contrary of the above mentioned tasks will make null
and void the Director’s signature, and the person in faulty conduct will be personally liable for all the
consequences incurred due to this conduct, and might be dismissed from the Director function.
Any Agreement entered into a contract by the Director with third persons in the operation being
out of business objectives, makes the company also bound by that contract with third party. So in such
a case, the company can also refuse liability by proving those third persons that they are well aware of
the contracted operations were out of the business objectives or by proving that they can not excuse
their conduct that they did not realize at the time.
The company may not take an insertion on a newspaper of the statute extract as a sufficient
proof on which, it learns to free oneself of its liability for the aforesaid contracts.
Therefore, when there is such dispute, it shall show different supported document such as
supporting letters in writing, other testimonies etc.
In the relationship with all the shareholders, the Chairwoman of the Board of Directors can
conduct all sorts of management activities for company’s interests.
However, some activities as specified below, require the permission from an unanimous
decision of the shareholders, namely the buying, selling and exchange of immovable properties, or
franchises, concluding of borrowing contract on behalf of the company, a loan from a bank, hypotheses
of real estates of the company, or mortgaging of franchises, or corporation n setting up other
companies.
The Chairman of the Board of Directors can appoint one or more proxies to manage any or
some objective(s) with clear determination on behalf of her/ him and under her/ his own liability.

10-3 : The appointment of the Board of Directors


The persons having names below are appointed to be Director(s) of the company for a mandate
of undetermined term:

1- Mr. MOHIT SINHA accept the position of Chairman of the Board of Director
2- Mr. GUPTA AMIT accept the position of Directors

12 Translation
Mr. MOHIT SINHA
Mr. GUPTA AMIT

Have declared to accept the position of Directors entrusted to them, and secured that they have
not suffered any punishment forbidding this nomination.
All the appointed Directors undertake to sacrifice the time necessary to perform the company’s
management to be loyal to the company, and to work for the company’s benefit.

ARTICLE 11
LEGAL PERSONALITY-COMMERCIAL REGISTRATION-ANNOUNCEMENT-EXPENSE
11-1 : The company has a full legal personality from the date of registration in the Commercial
Register.
In order to acquire this registration in the Commercial Register, the founding shareholders or
Directors, or the proxies who have legal personality, shall register and deposit the company’s statute
at the Ministry of Commerce, in accordance with disposition of the law.

11-2 : All full rights are entrusted to the Directors or the proxies who have legal personality for
accomplishing insertion formalities required by the law, and especially for singing the declaration to
be inserted in newspaper.
11-3 : All expenses, various taxes and commissions incurred before the company registered in the
Commercial Register is subject to be supported by all shareholders according to their own shares.
From the date of registration, all those expenses will be supported by the company which shall
make redemption before distributing the profits, and they shall be wholly redeemed within latest
5(five) year.

Made in 04 originals in Phnom Penh: - - 2024

Read and agreed and accepted Read and agreed and accepted the position
The position of Director of Chairman of the Board of Directors.

GUPTA AMIT MOHIT SINHA

13 Translation

You might also like