Minutes of Meeting of the Promoters of
SCROLL BANGLADESH CO., LTD.
A General Meeting of the promoters of SCROLL BANGLADESH CO., LTD. was held on 28th July 2023 at 9:05 AM in 2-24-1 Sato, Naka-ku, Hamamatsu-shi, Shizuoka, Japan.
The following promoters/representatives were present in the Meeting.
Sl. No.
Name of the Members / Representatives
Signature
01.
Mr. Tomohisa Tsurumi / Nominee Director of
Scroll Corporation
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02.
Mr. Hiroyuki Otowa / Nominee Director of Scroll
International Corporation
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Being appointed as Chairman of the meeting, Mr. Tomohisa Tsurumi presided over the meeting and passed the following resolutions:
“RESOLVED THAT; a new company (hereinafter called the Company) to be formed and incorporated in the following name & style with major objects – As per approved Memorandum & Articles of Association.
The name & Style of the proposed Company will be “SCROLL BANGLADESH CO., LTD.”
“RESOLVED THAT; the proposed location of the Company will be in Uttara Tower, Plot No. 1, Jasimuddin Avenue, Sector No. 3, Uttara C/A, Uttara Model Town, P.S. Uttara (West), Dhaka-1230, Bangladesh.
“RESOLVED THAT; the Company’s Authorized share capital shall be BDT. 1,50,00,000.00 (One Crore Fifty Lac Taka) divided into 1,50,000 (One Lac Fifty Thousand) Ordinary Shares of BDT.100.00 (One Hundred Taka) each.”
“RESOLVED THAT; the following persons shall be the first Shareholders of the Company who have agreed to take the shares in the capital of the Company shown against their respective names:
Name, Address and Description
of the Subscribers
Number of
Shares taken
By each subscriber
Photograph of the Shareholders
Signature of
Subscribers
1. Scroll Corporation
Represented By: Mr. Tomohisa Tsurumi
Address: 2-24-1 Sato, Naka-ku, Hamamatsu-shi, Shizuoka, Japan.
TEL: +81-53-464-1111
1,48,500
Ordinary shares (One Lac Forty-Eight Thousand Five Hundred)
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2. Scroll International Corporation
Represented By: Mr. Hiroyuki Otowa
Address: 2-2-24, Higashi-shinagawa, Shinagawa-ku, Tokyo, Japan.
TEL: +81-3-4326-3530
1,500
Ordinary shares (One Thousand Five Hundred)
🗸
The above amount of BDT. 1,50,00,000.00 (One Crore Fifty Lac Taka Only) shall be the paid-up capital of the Company.”
“RESOLVED THAT; Tokyo Consulting Firm Limited of Safura Tower (10th Floor South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh is hereby appointed as Corporate Consultant and be and is hereby authorized to apply for the name clearance of the proposed Company and to perform all the necessary works in connection with the incorporation of the Company.”
“RESOLVED THAT; Company will open a non-operative bank account at Commercial Bank of Ceylon PLC, Gulshan Branch, which Swift code is CCEYBDDH, “SCROLL BANGLADESH CO., LTD.” as proposed for the registration purpose. The initial capital of the Company will be remitted to this non-operative account. Mr. Yosuke Yoshida who is authorized to do all things including the registration, opening, and operating of a Bank account in Bangladesh for that purpose. Mr. Yosuke Yoshida’s signature is attested below. The mode of operation will be the single signatory. This account will be transferred to the Company account after its incorporation. For the signatory and power of signatory of operative account, it will be same as the non-operative bank account.”
Signature:
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________________________
Yosuke Yoshida
Assigned Bank Signatory
“RESOLVED THAT; Ms. Kaori Saito (Representative of Tokyo Consulting Firm Limited) is hereby authorized for doing everything (Application) for obtaining Trade License, Taxpayer’s Identification Number (TIN), Business Identification Number (BIN), and other registration/permission with all authority for the requirement of business operation. This will be valid until otherwise determined by the board of directors of the Company.”
Since there was no other matter for discussion the meeting ended with a vote of thanks to the Chairman.
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__________________________
Tomohisa Tsurumi
Chairman of the Meeting