T TOYOTSU MACHINERY & ENGINEERING BAGLADESH LIMITED
Machinery
SED)22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue,
Gulshan-1,Dhaka 1212, Bangladesh
2.
1. To accept the Certificate of Incorporation.
NOTICE OF THE BOARD MEETING
Notice is hereby given that the Board of Directors Meeting of Toyotsu Machinery & Engineering
Bangladesh Limited will be held at 11:00AM on 27th )ctober 2024 at SE(D) 22, Crystal Palace 8F,
Road No. 140, Gulshan South Avenue, Gulshan-1, Dhaka-1212, Bangladesh to transact the following
agenda.
Toyotsu Machinery& Engineering Bangladesh Limited
3. To appoint 1st auditor of the company.
To be apprised of the Memorandum and Articles of Association of the company.
4. To approve the registered address of the company.
5. To issue share certificates tosubscribers.
OF
7. To appoint the Advisor.
6. Todetermine the salary for the Managing Director.
Shinya Miura
8. Any other matters with the permission of the Chair.
Managing Director
All Directors of the Company are requested to make it convenient by attending the meeting.
By order of the Boardof Directors.
Dated: 06h October 2024
ToyotsuMachinery & Engineering Bangladesh Limited
Copy to: Allmembers of the Board of Directors
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Machinery
TOYOTSU MACHINERY & ENGINEERING BAGLADESH LIMITED
SED)22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue,
Gulshan1, Dhakal212, Bangladesh
SL.
MINUTES OF THEBOARD MEETING
The Board Meeting of Toyotsu Machinery &Engineering Bangladesh Limited was held on 27th October
2024 at l1:00 AM at SE(D) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue, Gulshan-1,
Dhaka-1212, Bangladesh.
Toyotsu Machinery &Engineering Bangladesh Limited
The following Directors were present at the meeting:
Name of the Directors
Mr. Yoshihiro Kawahara
1. Nominee Director of Toyota Tsusho
Corporation
Mr. Shinya Miura
OF
Proceeding:
2. Nominee Director of Toyotsu Machinery
Corporation
Designation
Director
Managing Director
Being elected and appointed as Chairman for this meeting, Mr. Yoshihiro Kawahara presided over the
meeting and passed the following resolutions:
Agenda No. 01: To accept the Certificate of Incorporation:
Signature
The Certificate of Incorporation Date: 03rd October 2024 vide Reg. No. C- 197653/2024, 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 thecompany in Bang ladesh.
"RESOLVED THAT; the certificate of incorporation is accepted by the board member unanimously."
Agenda N. 02: Tobe apprised of the Memorandum and Articles of Association of the company:
Acopy of the printed Memorandum and Articles of Association of the Companywas laid down before the
Board. The summary of the Memorandum and Articles of A ssociation was read out and the clauses of both
documents were found in conformity with legal provisions and the purpose of the company.
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T TOYOTSU MACHINERY &ENGINEERING BAGLADESH LIMITED
Machinery
SE(D) 22, Crystal Palace 8E, Road No. 140, Gulshan South Avenue,
Gulshan1, Dhaka1212, Bangladesh
"RESOLVED THAT; the Memorandum and Articles of Association are accepted and approved by the
board member unanimously."
Agenda No. 03: To appoint 1"Auditor of the company:
The Chaiman informed the members of the Board that it is desirable to appoint Hoque Bhattacharjee
Das &Co. Chartered Accountants of Jebun Index Trade Center (8th Floor), 191 Shaheed Syed Nazrul
Islam Sarani, 04 Bijoy Nagar (Old), Dhaka-1000 as the 1M Auditor of the Company and further informed
that they have consented to act as the 1 auditor of the Company.
"RESOLVED THAT; Hoque Bhattacharjee Das & Co., Chartered Accountants of Jebun Index Trade
Center (8th Floor), 191 Shaheed Syed Nazrul Islam Sarani, 04 Bijoy Nagar (Old), Dhaka-1000 is hereby
appointed as the 1 Auditor of the Company to hold office until the conclusion of the 1" Annual General
Meeting of the Company on such remuneration as agreed upon later on.
Agenda No. 04: Toapprove the registered address of the company:
The chairman informed the members of the Board that the Registered Office of the Comnpany would be
located at SE(D) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue, Gulshan-1, Dhaka-1212.
"RESOLVED THAT; the Registered Office of the Company be situated at SE(D) 22, Crystal Palace 8F,
Road No. 140, Gulshan South A venue, Gulshan-1, 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. 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 thisregard, 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 Sharecertificates be machine numbered in regular order and be kept in the custody of
Chairman of theCompany who shall render account thereof to the Board'".
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7 TOYOTSU MACHINERY &ENGINEERING BAGLADESH LIMITED
Machinery
SED) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue,
Gulshanl, Dhaka-1212, Bangladesh
"FURTHER RESOLVEDTHAT; share certificates will be issued in favor of the subscribers of paid-up
capital as described below:"
SI.
No.
01.
Name of the
Shareholders
Toyotsu Machinery
Corporation
Represented By: Mr.
Yoshihiro Kawahara
Toyota Tsusho
Corporation
02. Represented By:Mr.
Yuji Makino
Total
Total No.
of Shares
3,48,500
(Three Lac
Forty-Eight
Thousand
Five
Hundred shares)
61,500
(Sixty-One
Thousand Five
Hundred shares)
4,10,000 shares
(Four Lac Ten
Thousand Only)
Face
Value
Agenda No - 07: To appoint the Advisor
(Tk.)
To appoint Mr. Yuji Wagata as the Advisor.
100
100
Managing Director's salary shall be set at USD853 per month.
Total Amount
of Taka
Agenda No 06: To determine the salary for the Managing Director.
3,48,50,000.00
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61,50,000.00
4,10,00,000.00
Distinctive
Number
"RESOLVED THAT; Managing Director's salary is accepted by the board member unanimously.
01-348500
348501-410000
"RESOLVED THAT; Mr.Yuji Wagata has been accepted as Advisor by the board member unanimously.
Machinery
TOYOTSUMACHINERY & ENGINEERING BAGLADESH LIMITED
SE(D) 22, CrystalPalace 8F, Road No. 140, Gulshan South Avenue,
Gulshan1, Dhaka1212, Bangladesh
Agenda No - 08: Any other matters with thepermission of the Chair:
Since there was no other matter for discussion the meeting ended with avote of thanks to the Chair.
Yoshihiro Kawahara
Director
Toyotsu Machinery & Engineering Bangladesh Limited
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•
·k "" TOYOTSU MACHINERY&. ENGINEERING BAGLADESH LIMITED
Machinery
SE(D) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue,
Gulshan-1, Dhaka-1212, Bangladesh
Date: 28 th October 2024
Hoque Bhattacharjee Das & Co.,
Chartered Accountants
Jebun Index Trade Center (8th Floor),
191 Shaheed Syed Nazrul Islam Sarani,
04 Bijoy Nagar (Old), Dhaka-1000.
Subject: Appointment ofAuditor ofToyotsu Machinery & Engineering Bangladesh Limited.
Dear Sir,
We are pleased to inform you that the Board of Directors of Toyotsu Machinery & Engineering
Bangladesh Limited in its First Board of Directors Meeting held on 27 th October 2024 has appointed your
esteemed firm as the First auditor of the Company for the period ended from incorporation i.e. OJ'd October
2024 to 3J S1 March 2024 and fee to be decided by the Board later on. As such you will hold office until the
I st Annual General Meeting of the Company.
You are therefore, requested to give your acceptance of the appointment and do the needful including the
filing of the Notice by Auditor (From No-23B) with the Registrar of Joint Stock Companies & Firms Dhaka,
Bangladesh.
With regards,
✓- ,�J__ ��-� ... __ _;i� 1i�.IQ_.....
Shinya Miura
Managing Director
Toyotsu Machinery & Engineering Bangladesh Limited
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