MINUTES OF THE 1ST EXTRA ORDINARY GENERAL MEETING
OF
CMSS Consulting Ltd.
The 1st Extra Ordinary General Meeting (EGM) of CMSS Consulting Ltd. was hold on Saturday, 15 January, 2021 on 11.30 a.m. at House # 01, Road # 11, Block # J, Baridhara, Dhaka, PO: 1212, Bangladesh.
The following members/Directors were present:
Sl.
No.
Name
Designation
Signature
01.
Ryunosuke Shimamura
Director
02.
Masaji Kaba
Chairman
03.
Md. Rakibul Hasan
Managing Director
Mr. Masaji Kaba, Chairman of the company presided over the meeting.
Being satisfied with the attendance required for quorum for holding of Extra Ordinary General Meeting (EGM), the Chairman called the meeting into order and the meeting started as per agenda:
Agenda No 01. To increase the Authorized Share Capital:
The Chairman informed the meeting about necessity of increasing authorized share capital of the company and also informed that some amendment of Memorandum of Association and Articles of Association are required to do this. After a discussion the following resolution were passed as special resolution proposed by Mr. Md. Rakibul Hasan, Managing Director of the company and seconded by Mr. Masaji Kaba, Chairman of the Company:
“RESOLVED THAT; the Authorized Share Capital of the Company enhance from Tk. 10,00,000 (Taka Ten Lac) divided into 10,000 (Ten Thousand) Ordinary Shares of Tk.100 each to Tk.30,000,000 (Taka Three Crore) divided into 300,000 (Three Lac) Ordinary Shares of Tk.100 each as well as Clause V of Memorandum of Association and Article 5 of Articles of Association of the Company be and is hereby amended.”
Agenda No 02. Amendment of Clause V of the Memorandum of Association of the company:
The Chairman informed the meeting about necessity of amendment of Clause V of the Memorandum of Association.
After a discussion among members the following resolution were passed as special resolution proposed by Mr. Md. Rakibul Hasan, Managing Director of the company and seconded by Mr. Masaji Kaba, Chairman of the Company:
“RESOLVED THAT, Clause V of the Memorandum of Association should be amended.”
Agenda No 03. Amendment of Article 5 of the Articles of Association of the Company:
The Chairman informed the meeting about necessity of amendment of Article 5 of the Articles of Association of the Company. After a discussion among members the following resolution were passed as special resolution proposed by Mr. Md. Rakibul Hasan, Managing Director of the company and seconded by Mr. Masaji Kaba, Chairman of the Company:
“RESOLVED THAT, Article 5 of the Articles of Association should be amended.”
Agenda No 04. To print new Memorandum and Articles of Association of the company:
The Chairman informed the meeting about legal obligation of producing new set of Memorandum of Association and Articles of Association of the Company and should submitted to the Registrar of Joint Stock Companies & Firms, Dhaka, Bangladesh. After a discussion among members the following resolution were passed as special resolution proposed by Mr. Md. Rakibul Hasan, Managing Director of the company and seconded by Mr. Masaji Kaba, Chairman of the Company:
“RESOLVED THAT, the proposal for the new printed Memorandum and Articles of Association of the Company incorporating the above amendments be submitted to the Registrar of Joint Stock Companies & Firms, Dhaka, Bangladesh.”
Since there being no other business to transact, the meeting ended with a vote of thanks to the Chairman.
______________________
Masaji Kaba
Chairman of the Company