Minutes of Meeting of the Promoters of
Nippon Signal Bangladesh Private Limited
A General Meeting of the promoters was held on 23rd May 2022 at 10:00 AM in Ataturk Tower, Flat #11/A (Lift # 10), 22 Kemal Ataturk Avenue, Banani, Dhaka, 1213, Bangladesh
The following promoters/representatives were present in the Meeting.
Sl. No.
Name of the Members /Representatives
Signature
01.
Mr. AKIFUMI YOSHIDA representative of Nippon Signal Co., Ltd.
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02.
Mr. KUNIHARU ZUSHI representative of Nisshin Electronics Service Co., Ltd.
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03.
Mr. HIDEO OSHIMA representative of Nippon Signal Co., Ltd.
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Being appointed as Chairman, Mr. HIDEO OSHIMA presided over the meeting and passed the following resolutions:
“RESOLVED THAT; a new 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 “Nippon Signal Bangladesh Private Limited”
“RESOLVED THAT; the Authorized share capital of the company shall be BDT. 35,00,00,000.00 (Thirty-Five Crore Taka) divided into 35,00,000 (Thirty-Five Lac) Ordinary Shares of Taka 100/= (One Hundred) 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._Nippon Signal Co., Ltd.
Represented By: Mr. HIDEHIKO TSUKAMOTO
Address: 1-5-1, Marunouchi, Chiyoda-ku, Tokyo 100-6513, Japan
TEL: +81-3-3217-7200
23,10,000
Ordinary shares (Twenty-Three Lac Ten Thousand)
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2. Nisshin Electronics Service Co., Ltd.
Represented By: Mr. TOSHIO TAKANO
Address: 1-1-2, Oshiage, Sumida-ku, Tokyo 131-0045, Japan
TEL: +81-3-5637-2460
9,90,000
Ordinary shares (Nine Lac Ninety Thousand)
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The above amount of BDT. 33,00,00,000.00 (Thirty-Three Crore Taka Only) shall be the paid-up capital of the company.”
“RESOLVED THAT; Tokyo Consulting Firm Limited of Ataturk Tower, Flat # 11/A (Lift # 10) 22 Kemal Ataturk Avenue, Banani, Dhaka - 1213 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 Standard Chartered Bank, Gulshan Branch, 67 Gulshan Avenue, Dhaka-1212, Bangladesh which Swift code is SCBLBDDX, Routing Number: 215261726, in the name of “Nippon Signal Bangladesh Private Limited” as proposed for the registration purpose. The initial capital of the company will be remitted to this non-operative account. Mr. AKIFUMI YOSHIDA and Mr. KUNIHARU ZUSHI who are the nominee director, are authorized to do all things including the registration and opening of account in Bangladesh for that purpose. Their signatures are attested below. Any one of the above two can sign individually for the Bank Account. 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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________________________
AKIFUMI YOSHIDA
assigned director
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________________________
KUNIHARU ZUSHI
assigned director
“RESOLVED THAT; Mr. Riad Siddique (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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__________________________
HIDEO OSHIMA
Chairman of the Meeting