CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOEARD OF DIRECTORS OF THE COMPANY AT THEIR BOARD MEETING HELD ON 30 September, 2019 AT 10.00 AM AT 3-7-1, NISHI-SHINJUKU, SHINJUKU-KU, TOKYO 163-1031, JAPAN. THE REGISTERED OFFICE OF THE COMPANY
The Chairman informred the Board that considering the expanding business activities the Company has established a branch in Banghladesh for Contract for Contracting and trust of study, planning, design, execution and supervision of civil engineering and architectural works and consulting services, manufacture and import sale, maintenance service and lease of machinery, equipment for construction etc..related thereto after obtaining necessary approval / sanction/ permmission of the Bangladsh Investment Development Authority , Prime Minister Office , Bangladesh vide Ref No: OPN-03Nov2019-00001 dated 05 January, 2020, a copy of which has been placed before the Board for its perusal. He further informed that the terms and conditions mentioned under Clause No-7 of the said approval / sanction / permission letter states that all operational, functional and establishment costs including salaries of the expatriates and local employees in the branch office will be met on receipt of remittance from abroad and clause No.-8 of the said approval / sanction / permission letter states that No outward remittance of any kind from Bangladesh sources will be allowed. He then informed the Board that, as provided under condition No.9 of the said approval/ sanction/ permission letter, it has been decided to make necessary application with the Bangladesh Investment Development Authority , Prime Minister’s Office , Bangladesh seeking exemption from the condition mentioned under Clause No-7 & 8 of the said approval/ sanction / permission letter since the Company intends to meet all operational expenditure of the Branch office out of the profits earned from its local business activities, He further placed the draft application before the Board for its perusal and approval.
Accordingly, the Board discussed the matter in detail and its careful consideration, the following Resolution was passed unanimously;
“RESOLVAD THAT; in accordance with the applicable laws in pursuance of condition No.9 of the Approval Letter issued by the Bangladesh Investment Development Authority, Bangladesh, Vide Ref No: OPN-03Nov2019-00001 dated 05 January, 2020, the company do make necessary application with the Bangladesh Investment Development Authority, Prime Minister’s office, Bangladesh, in such form and manner, seeking exemption from the condition mentioned under Clause No.- 7 & 8 of the said approval/ sanction/Permission letter dated 05 January, 2020.”
“RESOLVED FURTHER THAT; Mr. Yoshinobu Fukushima, Director of the Company, be and are hereby, jointly and severally, authorized to give a certified copy of this resolution to the concerned authorities for their necessary action and records.”
For TOA CORPORATION
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Yoshinobu Fukushima
Director