Dated: 10th November 2024
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
OF
BANGLADESH JAPAN COOPERATION COMPANY LIMITED
Notice is hereby given to all Shareholders of Bangladesh Japan Cooperation Company Limited that a Meeting of the Board of Directors of the Company will be held at 10:00 A.M. on 2nd Dec 2024 at its registered office at House - 22, Road - 11, Sector - 1, Uttara Model Town, Dhaka to consider the following agenda:
To confirm the minutes of the last Board Meeting;
To activate the Bank Account of the company;
To discuss and approval for Short-Term Loan from Parent Company; and,
Any other matters with the permission of the Chair.
All members are requested to attend the meeting.
√
_______________
Kazuhiro Yuasa
Managing Director
Copy to:
All Members of the company
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
BANGLADESH JAPAN COOPERATION COMPANY LIMITED
The Board Meeting of Bangladesh Japan Cooperation Company Limited was held at 10:00 A.M on 2nd December 2024 at its registered office at House - 22, Road - 11, Sector - 1, Uttara Model Town, Dhaka.
The following Members / Directors were presents:
Sl.
No.
Name of the Members/ Directors
Designation
Signature
01
Mr. Yoshimi Koichi representative of Tomoike Bio Limited
Chairman
√
02
Mr. Kazuhiro Yuasa representative of Tomoike Industrial (H.K.) Ltd.)
Managing Director
√
Mr. Yoshimi Koichi, Chairman of the Company presided over the meeting.
The Chairman thereafter thanked the other Directors present in the meeting.
Being satisfied with the attendance required for quorum for holding of Board Meeting, the Chairman called the meeting into order and the Meeting started as per agenda:
Agenda No - 01. To confirm the minutes of the last Board Meeting:
The minutes of the last Board Meeting of the company were read out and confirmed unanimously.
Agenda No - 02. To activate the Bank Account of the company;
The Chairman informed the Board that the Bank Account of the company has been deactivated by Bank due to not having transactions and not providing documents. The Chairman proposed to activate the Bank Account (Account No. 05633000460).
‘RESOLVED THAT, the company will take necessary action to provide the necessary documents to Bank to activate the Bank Account (Account No. 05633000460).”
Agenda No - 02. To discuss and approval for Short-Term Loan from Parent Company.
The Chairman informed the Board that the Company requires funds to meet its short-term working capital requirements. To address this, it is proposed to avail a short-term loan from the parent company, Tomoike Industrial (H.K.) Ltd., under mutually agreed terms and conditions.
After due deliberation, the following resolution was passed unanimously:
"RESOLVED THAT pursuant to the provisions of the Companies Act, 1994, and other applicable laws, if any, consent of the Board of Directors be and is hereby accorded to avail a short-term loan of USD $12,000 (Twelve Thousand Dollar only) from Tomoike Industrial (H.K.) Ltd., on the following terms and conditions:
Loan Amount: USD $12,000
Interest Rate: 0.00%
Tenure: 1 year
Repayment Terms: The Loan shall repay the Loan on the due date by paying all amounts then due and owing plus the accrued interest, if any.
Purpose: Working capital
FURTHER RESOLVED THAT, the draft Loan Agreement between the Company and the Parent Company as tabled before the Board is hereby approved, and Mr. Yoshimi Koichi, Chairman and Mr. Kazuhiro Yuasa, Managing Director, be and are hereby authorized to execute the said agreement on behalf of the Company.
FURTHER RESOLVED THAT, Mr. Yoshimi Koichi, Chairman and Mr. Kazuhiro Yuasa, Managing Director be and are hereby authorized to take all necessary steps, sign documents, and perform all such acts as may be required to give effect to this resolution, including making necessary filings with regulatory authorities, if applicable.”
FURTHER RESOLVED THAT, the company will report to Bangladesh Bank for the short term loan.
Agenda No - 04: Any other matters with the permission of the Chair:
Since there were being no other business to transact, the Meeting ended with a vote of thanks to the Chair.
√
_______________
Yoshimi Koichi
Chairman