Dated: 5th January 2023
NOTICE OF THE BOARD MEETING
OF
MIURA BANGLADESH CO., LTD.
Notice is hereby given that the Board of Directors Meeting of MIURA BANGLADESH CO., LTD. will be held at 11:00 AM on 26th January 2023 at Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, Dhaka-1212, Bangladesh to transact the following agenda.
To accept the Certificate of Incorporation.
To be apprised of the Memorandum and Articles of Association of the company.
To fix up the financial year of the company.
To appoint 1st auditor of the company.
To approve the registered address of the company.
To issue share certificates to subscribers.
To discuss closing the Non-Operative Bank Account.
To discuss opening an operative Bank account for MIURA BANGLADESH CO., LTD.
To assign a signatory for the operative bank account.
To discuss using internet banking facilities.
Any other matters with the permission of the Chair.
All Directors of the Company are requested to make it convenient by attending the meeting.
By order of the Board of Directors.
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_____________________
Yuji Kido
Managing Director
MIURA BANGLADESH CO., LTD.
Copy to: All members of the Board of Directors
MINUTES OF THE BOARD MEETING
OF
MIURA BANGLADESH CO., LTD.
The Board Meeting of MIURA BANGLADESH CO., LTD. was held on 26th January 2023 at held at 11:00 AM on 26th January 2023 at Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, Dhaka-1212, Bangladesh.
The following Directors were present at the meeting:
SL.
Name of the Directors
Designation
Signature
1.
Mr. Mimoto Junichi Nominee
Director of Miura South East Asia Holdings Pte. Ltd.
Director
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2.
Mr. Yuji Kido Nominee Director of
Miura Industries (Thailand) Co., Ltd.
Managing Director
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Mr. Mimoto Junichi has elected as Chairman of the board and presided over the meeting: Being satisfied with the quorum, the Chairman of the board started the proceeding of the meeting.
Proceeding:
Agenda No. 01: To accept the Certificate of Incorporation:
The Certificate of Incorporation Date: 5th January 2023 vide Reg. No. C-186171/2023, received from the Registrar of Joint Stock Companies and Firms, Dhaka, Bangladesh was laid before the Board and the members present expressed satisfaction for the intime incorporation of the company in Bangladesh.
“RESOLVED THAT; the certificate of incorporation is accepted by the board member unanimously.”
Agenda No. 02: To be apprised of the Memorandum and Articles of Association of the company:
A copy of the printed Memorandum and Articles of Association of the Company were laid down before the Board. The summary of the Memorandum and Articles of Association was read out and the clauses of both documents were found in conformity with legal provisions and the purpose of the company.
“RESOLVED THAT; the Memorandum and Articles of Association are accepted and approved by the board member unanimously.”
Agenda No. 03: To fix up the financial year of the company:
The Chairman informed the members of the Board that the company will follow the financial year as per the Parent Company’s financial year. The members of the Board considered the aforesaid matter and fixed the Financial Year of the Company.
“RESOLVED THAT; the first Financial Year of the Company will be the period from the date of incorporation i.e. 5th January 2023 to 31 March 2023 and the second and the subsequent financial year of the company will be the year from the “01 April 2023 to 31 March 2024.”
Agenda No. 04: To appoint 1st Auditor of the company:
The Chairman informed the members of the Board that it is desirable to appoint Salam & Co. Chartered Accountants of Suite (9-10), 14th Floor, Planners Tower13/A, Bir Uttam C.R Datta Road, Dhaka-1000, Bangladesh as the 1st Auditor of the Company and further informed that they have consented to act as the 1st auditor of the Company.
“RESOLVED THAT; Salam & Co., Chartered Accountants of Suite (9-10), 14th Floor, Planners Tower13/A, Bir Uttam C.R Datta Road, Dhaka-1000, Bangladesh is hereby appointed as the 1st Auditor of the Company to hold office until the conclusion of the 1st Annual General Meeting of the Company on such remuneration as agreed upon later on”.
Agenda No. 05: To approve the registered address of the company:
The chairman informed the members of the Board that the Registered Office of the Company would be located at Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, Dhaka-1212, Bangladesh.
“RESOLVED THAT; the Registered Office of the Company be situated at Level-11, Sanmar Tower-2, Plot 38 A, Road-35, Gulshan-2, Gulshan Model Town, Gulshan, Dhaka-1212, Bangladesh and it has been approved by the board.”
“RESOLVED FURTHER THAT; the nameplate or signboard of the Company be affixed at the Registered Office of the Company”.
Agenda No. 06: To issue share certificates to subscribers:
The chairman informed the Board that share certificates of the Company is required to be printed and issued in favor of subscribers and in this regard, the Board passed the following resolution unanimously:
“RESOLVED THAT; Share Certificates will be given for printing as per the design laid before this meeting and those Share certificates be machine numbered in regular order and be kept in the custody of Chairman of the Company who shall render account thereof to the Board”.
“FURTHER RESOLVED THAT; share certificates will be issued in favor of the subscribers of paid-up capital as described below:”
Sl. No.
Name of the
Shareholders
Total No.
of Shares
Face Value (Tk.)
Total Amount of Taka
Distinctive Number
01.
Miura South East Asia Holdings
Pte. Ltd. Represented By: Mr. Keiichi Murakami
297000 (Two Lac
Ninety-Seven Thousand shares)
100
29,700,000.00
01-297000
02.
Miura Industries (Thailand) Co., Ltd.
Represented By: Mr. Yuji Kido
3000
(Three Thousand
shares)
100
300,000.00
297001-300000
Total
300,000 shares (Three Lac Only).
30,000,000.00
Agenda No – 07: To discuss closing the non-operative Bank account for MIURA BANGLADESH CO., LTD.
The Chairman informs the board regarding the non-operative bank account closing in Prime Bank Limited, Gulshan Branch for the company.
“RESOLVE THAT; The decision of the non-operative Bank account (A/C No.: 2118111029620) closing in Prime Bank Limited, has been accepted and the decision of transferring the amount of the non-operative bank account to the new operative bank account has been approved by the board.”
Agenda No – 08: To discuss opening an operative Bank account for MIURA BANGLADESH CO., LTD.
The Chairman informs the board regarding the bank account opening in any Branch of Prime Bank for the company.
“RESOLVE THAT; The decision of the Bank account opening in Prime Bank Limited, has been accepted and the decision of transferring the amount of the non-operative bank account to the new operative bank account has been approved by the board.”
Agenda No – 09: To assign a signatory for the operative bank account.
The Chairman proposed to the board “Mohamad Rizwan Bin Shahabuddin” as the signatory of the operative Bank account of MIURA BANGLADESH CO., LTD.
“RESOLVE THAT; “Mr. Mohamad Rizwan Bin Shahabuddin” will act as the signatory of the operative Bank account of MIURA BANGLADESH CO., LTD. and the mode of operation will be the single signatory and they will sign and correspond all activities for the bank account of the company. A Power of Attorney will be issued in favor of “Mr. Mohamad Rizwan Bin Shahabuddin” for operating the Banking Activities of the Company.”
Agenda No – 10: To discuss using internet banking facilities.
The Chairman proposed to use the internet banking facilities of Prime Bank Limited for the Company.
“RESOLVE THAT; Mr. Mohamad Rizwan Bin Shahabuddin will be the authorized person for the prime bank internet banking facilities “Prime Pay Service”
Agenda No - 11: Any other matters with the permission of the Chair:
Since there was no other matter for discussion the meeting ended with a vote of thanks to the Chair.
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_________________
Mimoto Junichi
Chairman of the Board of
MIURA BANGLADESH CO., LTD.