Dated: 21st November 2023
NOTICE OF THE BOARD MEETING
OF
JB Connect Ltd.
Notice is hereby given that the Board of Directors Meeting of JB Connect Ltd. will be held at 11:00 AM on 12th December 2023 at Tower-52, Level-4, Road-11, Block-C, Dhaka-1213, 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 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 JB Connect 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.
🗸
_____________________
Kengo Ohtsuka
Managing Director
JB Connect Ltd.
Copy to: All members of the Board of Directors
MINUTES OF THE BOARD MEETING
OF
JB Connect Ltd.
The Board Meeting of JB Connect Ltd. at held at 11:00 AM on 12th December 2023 at Tower-52, Level-4, Road-11, Block-C, Dhaka-1213, Bangladesh.
The following Directors were present at the meeting:
SL.
Name of the Directors
Designation
Signature
1.
Mr. Kengo Ohtsuka
Managing Director
🗸
2.
Mr. Kazuma Hashimoto
Director
🗸
Mr. Kazuma Hashimoto has elected as Chairman of the board and presided over the meeting: Being satisfied with the quorum, the meeting chairman of the board started the proceeding of the meeting.
Proceeding:
Agenda No. 01: To accept the Certificate of Incorporation:
The Certificate of Incorporation 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 (Reg. No. 191599/2023, Reg. Date: 17-OCT-23) 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 appoint 1st Auditor of the company:
The Chairman informed the members of the Board that it is desirable to appoint Ahamed Shamim & Co. Chartered Accountants of House – 1/B, Flat – 1A, Road – 8, Block – I, Banani, Dhaka-1213, Bangladesh the 1st Auditor of the Company and further informed that they have consented to act as the 1st auditor of the Company.
“RESOLVED THAT; Ahamed Shamim & Co. Chartered Accountants of House – 1/B, Flat – 1A, Road – 8, Block – I, Banani, Dhaka-1213, 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. 04: 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 Tower-52, Level-4, Road-11, Block-C, Dhaka-1213, Bangladesh.
“RESOLVED THAT; the Registered Office of the Company be situated at Tower-52, Level-4, Road-11, Block-C, Dhaka-1213, 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. 05: 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.
Mr. Kengo Ohtsuka
50,600
Ordinary shares (Fifty Thousand Six Hundred)
100
5,060,000.00
01-50600
02.
Mr. Kazuma Hashimoto
50,600
Ordinary shares (Fifty Thousand Six Hundred)
100
5,060,000.00
50601-300000
03.
Mr. Tetsuya Kawa
8,800
Ordinary shares (Eight Thousand Eight Hundred)
100
880,000.00
50601-110000
Total
110,000 shares (One Lac Ten Thousand Only).
11,000,000.00
Agenda No – 06: To discuss closing the non-operative Bank account for JB CONNECT LTD.
The Chairman informs the board regarding the non-operative bank account closing in BRAC Bank Limited, Banani Branch for the company.
“RESOLVE THAT; The decision of the non-operative Bank account closing in BRAC 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 – 07: To discuss opening an operative Bank account for JB Connect Ltd.
The Chairman informs the board regarding the bank account opening in any Branch of BRAC Bank for the company.
“RESOLVE THAT; The decision of the Bank account opening in BRAC 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 assign a signatory for the operative bank account.
The Chairman proposed to the board “Mr. Kengo Ohtsuka and Mr. Kazuma Hashimoto” as the signatory of the operative Bank account of JB Connect Ltd.
“RESOLVE THAT; Mr. Kengo Ohtsuka and Mr. Kazuma Hashimoto” will act as the signatory of the operative Bank account of JB Connect 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.”
Agenda No – 9: To discuss using internet banking facilities.
The Chairman proposed to use the Internet banking facilities of BRAC Bank Limited for the Company.
“RESOLVE THAT; Mr. Kengo Ohtsuka will be the authorized person and Mr. Kazuma Hashimoto will be the Checker and Maker for the BRAC Bank internet banking facilities “BRAC Bank Astha”
Name
Cell Number
Email Address
NID/Passport Number
Access Level
Signature
Mr. Kengo Ohtsuka
+81-90-5879-2343
otsuka@bbs-grp.com
TS4444105
☐ Maker
☐ Checker
☑Authorizer
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Mr. Kazuma Hashimoto
+81-90-1175-1825
k.hashimoto@bbs-grp.com
TT1120766
☑ Maker
☐Checker
☐Authorizer
🗸
Mr. Kazuma Hashimoto
+81-90-1175-1825
k.hashimoto@bbs-grp.com
TT1120766
☐ Maker
☑ Checker
☐Authorizer
🗸
Agenda No - 10: 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.
🗸
_________________
Kazuma Hashimoto
Director
JB Connect Ltd.