SL.
scro
The following Directors were present at the meeting:
2
The Board Meeting of SCROLL BANGLADESH CO., LTD, was held on 31" October 2023 at held at
11:00 AM at Uttara Tower, Plot No. 1, Jasimuddin Avenue, Sector No. 3, Uttara C/A, Uttara Model
Town, P.s. Uttara (West), Dhaka-1230, Bangladesh.
3
MINUTES OF THE BOARD MEETING
OF
Mr. Tomohisa Tsurumi Nominee
1.
Director of Seroll Corporation
SCROLL BANGLADESH C., LTD.
Name of the Directors
Mr. Keizo Katsuta Nominee
Director of Seroll Corporation
Mr. Hiroyuki Otowa Nominee Director of
Proceeding:
Scroll Bangladesh Co., Ltd.
Scroll International Corporation
UTTARA TOWER, Plot No. 1,Jasimuddin Avenue,
Sector No. 3, Uttara CIA,Utara Model Town,
P.S.Uttara(West), DHAKA-1230, Bangladesh
Designation
Chairman
Director
Director
Agenda No. 01: To accept the certificate of incorporation:
Mr. Tomohisa Tsurumithe Chairman of the company presided over the meeting: Being satisfied with the
quorum, the Chairman of the board started the proceeding of the meeting.
Signature
The Certificate of Incorporation received from the Registrar of Joint Stock Companies and Fims, Dhaka,
Bangladesh was laid before the Board and the members present expressed satisfaction for the intime
incorporation of the company in Bangladesh.
"RESOLVED THAT; the certificate of incorporation (Reg. No. C-191451, Reg. Date: 09-0CT-23) is
accepted by the board member unanimously."
Agenda No. 02: To be apprised of the memorandum and articles of association of the company:
A copy of the printed memorandum and articles of association of the company were laid before the Board.
The summary of the Memorandum and Articles of Association was read out and the clauses of both
documents were found in conformity with legal provisions and the purpose of the company.
scro
Agenda No. 03: To appoint the first auditor of the company:
Scroll Bangladesh Co.,Ltd.
"RESOLVED THAT; the memorandum and articles of association are accepted and approved by the
board member unanimously."
UTTARA TOWER, Plot No. 1, Jasimuddin Avenue,
Sector No. 3, Uttara CIA, Utara Model Town,
P.S.Utara(West), DHAKA-1230, Bangladesh
The Chairman informed the members of the Board that it is desirable to appoint Ahamed Shamim & Co.
Chartered Accountants of House - 1/B, Flat 1A, Road - 8, Block - I, Banani, Dhaka-1213, Bangladesh
as the 1" Auditor of the Company and further informed that they have consented to act as the 1 auditor of
the Company.
RESOLVED THAT: Ahamed Shamim & Co. Chartered Accountants of House - 1/B, Flat - 1A, Road
-8,Block-1, Banani, Dhaka-1213, Bangladesh is hereby appointed as the 1" Auditor of the Company to
hold office until the conclusion of the 1 Annual General Meeting of the Companyon such remuneration
as agreed upon later on".
Agenda No. 04: To approve the registered address of the company:
The chaiman infomed the members of the Board that the registered office of the company would be
located at Utara Tower, Plot No. 1, Jasimudin Avenue, Sector No. 3, Uttara CIA, Utara Model Town,
P.S. Uttara (West), Dhaka-1230, Bangladesh.
RESOLVED THAT; the registered office of the company be situated at Uttara Tower, Plot No. 1,
Jasimuddin Avenue, Sector No. 3, Uttara C/A, Uttara Model Town, P.s. Uttara (West), Dhaka-1230,
Bangladesh and it has been approved by the board."
Agenda No. 05: To issue share certificates to subscribers:
"RESOLVED FURTHER THAT; the nameplate or signboard of the company be affixed at the
registered office of the company".
The chairman informed the Board that share certificates of the company are required to be printed and
issued in favor of subscribers and in this regard, the Board passed the following resolution unanimously:
«RESOLVEDTHAT; Share certificates will be given for printing as per the design laid before this
meeting and those Share certificates be machine numbered in regular order and be kept in the custody of
chairman of the company who shall render account thereof to the Board".
«FURTHER RESOLVED THAT; share certificates willbe issued in favor of the subscribers of paid-up
capital as described below:"
SI.
No.
01.
02.
scro
Name of the
Shareholders
ScrollCorporation
Represented By: Mr.
Tomohisa Tsurumi
Scroll International
Corporation
Represented By: Mr.
HiroyukiOtowa
Total
Total No.
of Shares
1,48,500 shares
1,500 shares
150,000 shares
Face Value
(Tk.)
100
Scroll Bangladesh Co.,Ltd.
100
UTTARA TOWER, Plot No. 1, Jasimuddin Avenue,
Sector No. 3, Uttara CIA, Uttara Model Town,
P.S.Utara(West), DHAKA-1230,Bangladesh
Total Amount
Agenda No. 07: Todiscuss opening an operative bank account:
of Taka
1,48,50,000.00
Agenda No. 06: To discuss closing the non-operative bank account:
15,000.00
15,000,000.00
Distinctive
Number
01-148500
The Chairman informs the board regarding the non-operative bank account closing in Commercial Bank of
Ceylon PLC, Gulshan Branch for the company.
148501-150000
«RESOLVE THAT; The decision of the non-operative bank account (AIC No.: 1804020711) closing in
Commercial Bank of Ceylon PLC, has been accepted and the decision of transferring the amount of the
non-operative bank account to the new operative bank account has been approved by the board."
Agenda No. 08: To assign a signatory for the operative bank account:
The chaiman informs the board regarding the bank account opening in any Branch of Commercial Bank
of Ceylon PLC for the company.
"RESOLVE THAT; The decision of the Bank account opening in Commercial Bank of Ceylon PLC, has
been accepted and the decision of transferring the anmount of the non-operative bank account to the new
operative bank account has been approved by the board."
The Chairman proposed to the board Mr. Yosuke Yoshida" as the signatory of the operative Bank
account of SCROLL BANGLADESH CO., LTD.
RESOLVE THAT; Mr. Yosuke Yoshida" will act as the signatory of the operative Bank account of
SCROLL BANGLADESH CO., LTD. and the mode of operation will be the single signatory and they will
scro sign and correspond all activities for the bank account of the company. A power of attorney has been
issued in favor of "Mr. Yosuke Yoshida" for operating the banking activities of the company."
Agenda No. 09: To discuss using the internet banking facilities:
Name
The Chaiman proposed to use the internet banking facilities of Commercial Bank of Ceylon PLC for the
Company.
"RESOLVE THAT; Mr. Yosuke Yoshida will be the Authorizer" for the Internet banking facilities and
the "Checker" will be Ms. Nishita Nath and the Maker" will be Mr.Avijit Das."
Mr. Yosuke
Yoshida
Mr. Avijit
Das
Ms. Nishita
Nath
CellNumber
01305-670116
01988-527822
Chairman
01672-017759
EmailAddress
Tomohisa Tsurumi
yosuke-yoshida
@scrol.co.jP
Scroll Bangladesh Co.,Ltd.
avijit-das@scroll.
cojp
nishita-nath @scr
oll.co.jp
NID/Passport
Number
SCROLL BANGLADESH CO., LTD.
UTTARA TOWER, Plot No. 1, Jasimuddin Avenue,
Sector No. 3, Uttara ClA, Utara Model Town,
P.S.UttaraWest), DHAKA-1230,Bangladesh
TZ1203852
A06978941
Agenda No. 10: Any other matters with the permission of the Chair:
5500500532
Access Level
OMaker
O Checker
MAuthorizer
VMaker
DChecker
OAuthorizer
O Maker
Checker
Since there was no other matter for discussion the meeting ended with a vote of thanks to the Chair.
DAuthorizer
Signature