**Exhibit1.3**(Translation)**NISSIN CO., LTD.****REGULATIONS OF THE BOARD OF DIRECTORS****Chapter I. General Provisions**(Purpose)     Article 1. Except as otherwise provided for in laws or ordinances or in the Articles ofIncorporation, all matters concerning meetings of the Board of Directors of NISSIN CO., LTD. shallbe governed as provided for in these Regulations.(Composition)     Article 2. The Board of Directors shall be composed of the Directors.(Statutory Auditors)     Article 3. Statutory Auditors must attend any meeting of the Board of Directors and expresstheir opinions thereat whenever necessary.(Attendance of persons other than Directors and Statutory Auditors)     Article 4. The Board of Directors may cause persons other than Directors and StatutoryAuditors to attend its meeting and give their opinions or explanations thereat.(Holding of meetings)     Article 5. Ordinary meetings of the Board of Directors shall be held at the head office onceeach month, in principle; provided, however, that if the necessity arises, the convener may changethe place of meeting, upon giving prior notice to each Director and each Statutory Auditor.     2. In addition to ordinary meetings of the Board of Directors, extraordinary meetings of theBoard of Directors may be held as the necessity arises.(Secretariat)     Article 6. The Board of Directors shall have a secretariat, which shall be assigned to theAccounting & Controller Department.

 
**Chapter II. Convocation**(Convener)     Article 7. Unless otherwise provided for in laws or ordinances, meetings of the Board ofDirectors shall be convened by the President. If the President is unable to act, one of the otherDirectors shall act in his place in the order previously determined by the Board of Directors.(Convocation procedure)     Article 8. Notice for convening a meeting of the Board of Directors, stating the date, hour,place and matters forming the objects of the meeting, shall be dispatched to each Director and eachStatutory Auditor not later than two (2) days prior to the date of the meeting; provided, however,that with regard to an ordinary meeting of the Board of Directors mentioned in Article 5, paragraph1, no convocation procedure need be followed unless any change occurs in the date, hour or placethereof.     2. If consented to by all the Directors and the Statutory Auditors, a meeting of the Board ofDirectors may be held without following the convocation procedure.**Chapter III. Proceedings**(Chairmanship)     Article 9. Meetings of the Board of Directors shall be presided over by the Chairman of theBoard or the President. If the Chairman of the Board and the President are unable to act, one ofthe other Directors shall act in their place in the order previously determined by the Board ofDirectors.     2. If the Director who is chairman of a meeting of the Board of Directors has a specialinterest in any resolution, one of the other Directors shall act as chairman only in respect of thematter, as if the chairman were unable to act.(Criteria for submission)     Article 10. The criteria for submitting matters to the Board of Directors shall be as listedin the attached schedule hereof. A subordinate organ to the Board of Directors shall deliberate onimportant matters concerning the execution of business, including matters to be submitted to theBoard of Directors, and decide whether or not the same shall be submitted to the Board ofDirectors.     2. Notwithstanding the provision of the preceding paragraph, any matter that is deemednecessary by the Board of Directors must be submitted to the Board of Directors.(Method of adopting resolutions)     Article 11. Resolutions of the Board of Directors shall be adopted at its meeting at which amajority of the Directors entitled to participate in voting thereon shall be present, by a majorityof the Directors so present.     2. Any Director who has a special interest in any resolution shall not have the right toparticipate in voting thereon.(Omission of resolutions)     Article 12. Notwithstanding the preceding Article, in the event that any Director makes aproposition with regard to any matter forming the object of resolution at a meeting of the Board ofDirectors and all the Directors entitled to participate in voting thereon declare their intentionsof consent thereto in writing or electronic records, a resolution for adopting the proposition bythe Board of Directors shall be deemed to have been carried, unless any Statutory Auditor expressesany objection thereto.
 

 
(*Ex post facto*approval)     Article 13. If any matter which shall be submitted to the Board of Directors cannot besubmitted thereto due to urgency or any other inevitable cause, it may be executed by the Chairmanof the Board or the President unless he acts in violation of any laws or ordinances or the Articlesof Incorporation; provided, however, that in that case, the Chairman of the Board or the Presidentshall obtain approval thereof at a meeting of the Board of Directors to be held immediatelythereafter.(Matters to be reported)     Article 14. The President shall report to the Board of Directors the state of the execution ofmanagement plans, budgets, comparative results and cash flows in respect of monthly operatingperformances, and other necessary information on the state of the execution of business of theCompany. The President may cause any other Director to do so in his place.     2. In case any Director has engaged in a competitive transaction or self-dealing with theCompany or with regard to any matter provided for in laws or ordinances, the Director shall reportany important fact about such competitive transaction or self-dealing or such any matter to theBoard of Directors without delay.(Omission of reports)     Article 15. In the event that any matter that must be reported at a meeting of the Board ofDirectors is notified to all the Directors and Statutory Auditors, such matter shall not berequired to be reported at any meeting of the Board of Directors.(Minutes)     Article 16. When a meeting of the Board of Directors is held, the proceedings in outline andthe resultant actions taken thereat and other matters as provided for in laws or ordinances shallbe stated or recorded in minutes and the Directors and Statutory Auditors present shall affix theirnames and seals thereto.     2. In the event that any resolution or report is omitted pursuant to Article 12 or Article 15,as the case may be, minutes shall be prepared in accordance as provided for in laws or ordinances.     3. A copy of minutes of a meeting of the Board of Directors and any material therefor shall besent to any Director or Statutory Auditor who failed to attend the meeting.
 

 
**Chapter IV. Supplementary Provisions**(Amendment and abolition)     Article 17. Any amendment to or abolition of these Regulations shall be governed as providedfor in the Rules for Rule Administration.(Effectuation)     Article 18. These Regulations shall become effective as from February 1, 1988.(Effective date of amendment)     Article 19. These Regulations, as amended, shall become effective as from April 1, 1990.2. These Regulations, as amended, shall become effective as from March 10, 1991. 3. These Regulations, as amended, shall become effective as from October 1, 1991. 4. These Regulations, as amended, shall become effective as from May 25, 1992. 5. These Regulations, as amended, shall become effective as from June 29, 1994. 6. These Regulations, as amended, shall become effective as from October 14, 1997. 7. These Regulations, as amended, shall become effective as from April 1, 2003. 8. These Regulations, as amended, shall become effective as from December 1, 2003. 9. These Regulations, as amended, shall become effective as from July 1, 2004. 10. These Regulations, as amended, shall become effective as from July 1, 2005. 11. These Regulations, as amended, shall become effective as from June 24, 2006.
 

 
**Schedule: Matters to be Submitted to the Board of Directors**   Matters to be Submitted Related RulesSelection of a Director who shall act as chairman of aGeneral Meeting of Shareholders if the RepresentativeDirector is unable to act     Selection of a share registrar and its place of business     Appointment and approval of retirement of Advisors     Determination of the convocation of General Meetings ofShareholders and matters forming objects thereof andpropositions to be submitted thereto     Approval of business reports, financial statements andtheir accompanying detailed statements     Approval of extraordinary financial statements     Approval of consolidated financial statements     Appointment and removal of Representative Directors andDirectors with specific titles     Determination of duties assigned to Directors and theassignment of duties as employees to Directors     Determination on exemption of Directors and StatutoryAuditors from liability     Conclusion of liability limitation agreements withexternal Director and external Statutory Auditors     Approval of transactions with Directors and principalshareholders and Directors’ competitive transactions     Determination of matters concerning the issuance of shares     Determination of matters concerning the issuance of newshare subscription rights and free allocation of new sharesubscription rights     Determination on acquisition, disposition and cancellationof treasury stock     Determination of capitalization of reserves     Determination of stock splits and free allocation of shares     Distributions of surplus     Approval of acquisition and disposition by assignment ofimportant assets “Capitalinvestment”, Rulesof Functions andPowers (Schedule 2)   
 

 
   Matters to be Submitted Related RulesDetermination of matters concerning the issuance of bondsand bonds with new share subscription rights     Appointment and removal of managers     Matters provided for in laws or ordinances or in theArticles of Incorporation     Borrowing of a large sum of money “Borrowing”, Rulesof Functions andPowers (Schedule 1)   Determination of matters concerning the establishment,alteration and abolition of important organization units “Alteration ofcompany-wideorganization anddistribution ofduties”, Rules ofFunctions andPowers (Schedule 1)   Approval of employment, transfer and retirement ofimportant employees “Personnelaffairs”, Rules ofFunctions andPowers (Schedule 2)   Election and dismissal of Executive Officers     Determination of the scope of duties and the period ofengagement of Executive Officers     Approval of a guarantee of obligations and the offering ofsecurity for any subsidiary “Loan, discount andguarantee”, Rulesof Functions andPowers (Schedule 1)“Creation ofsecurity”, Rules ofFunctions andPowers (Schedule 2)   Conclusion of an audit agreement with a certified publicaccountant     Establishment of a framework for internal audit systems     Approval of matters concerning important investments orbusiness alliances for management “Investment”, Rulesof Functions andPowers (Schedule 1)   Establishment of management policies and business plans     Determination of budgets     Approval of establishment, material alteration andabolition of the Fundamental Management Rules and theManagement Organization Rules “Alteration ofcompany-wideorganization anddistribution ofduties”, Rules ofFunctions andPowers (Schedule 1)“Alteration ofdivisionalorganization anddistribution ofduties”, Rules ofFunctions andPowers (Schedule 1)   Determination of other important matters concerning theexecution of business