NOTICE OF BOARD OF DIRECTORS MEETING.
Notice is hereby given that Board of Directors Meeting of OP- SEED CO., (BD) LTD. will be held on February 14, 2018 at 1.00 p.m. at Head office KOHA CO.LTD ,1-19-43,Higashi-Oizumi,Nerima-ku,Tokyo,Japan to transact the following business.
All Directors of the Company are requested to make it convenient to attend the meeting.
Dated: Chittagong,
February 07, 2018
BY ORDER OF THE BOARD
(Mr. Atsushi Shimbo)
Managing Director.
AGENDA:
To confirm the Minutes of the last Board of Directors Meeting.
To decide for converting “OP-SEED CO., (BD) LTD.” from Public Ltd. to Private Ltd.
To discuss regarding the amendment of Memorandum and Article of Association.
To fix Up the Date of EGM
Miscellaneous if any with the permission to the Chair.
Date: …………………..
EXTRACT FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF OP SEED Co., (BD) LTD. DULY CONVENED, HELD AND CONSTITUTED ON 14th FEBRUARY, 2018, AT HEAD OFFICE KOHA CO LTD, 1-19-43, HIGASHI-OIZUMI, NERIMA-KU, and TOKYO.
Directors Present Signature
Mr. Masahiro Asada ……………………………
(Nominee Director of Koha Co. Ltd)
Mr. Masahiro Asada ……………………………
Mr. Atsushi Shimbo …………………………..
Mr. Etsuo Tanabe ……………………………
The meeting was presided over by Mr. Masahiro Asada, Director of the company and the following issues were resolved:
RESOLVED THAT pursuant to read out with the provision of section 11 of the Companies Act, 2013 and subject to the approval of the Central Government and the members at the General Meeting the name of the Company be changed from OP-SEED CO., (BD) Limited to OP-SEED CO., Private Limited.
RESOLVED FURTHER THAT Mr. Masahiro Asada, Managing Director of the Company be and is hereby authorized to make an application to the Registrar of companies, to do all such acts, deeds and things as may be required to be done in this regard and issue a notice of General Meeting to the members of the Company.” RESOLVED THAT pursuant to read out with the provision of section 11 of the Companies Act, 2013 and subject to the approval of the Central Government and the members at the General Meeting the name of the Company be changed from OP-SEED CO., (BD) Limited to OP-SEED CO., Private Limited.
by inserting the word 'PRIVATE' before the word 'LIMITED', whereas appears in the Articles of Association of the Company.RESOLVED FURTHER THAT Mr. Masahiro Asada, Managing Director of the Company be and is hereby authorized to make an application to the Registrar of companies, to do all such acts, deeds and things as may be required to be done in this regard and issue a notice of General Meeting to the members of the Company.”
Resolved As the members are aware that the Company was originally incorporated on CH-2639, 25th May 1997. As a public limited company. Your Board of directors considered that since (reason for conversion), it is considered appropriate to convert the Company into the Private Limited Company to avoid unnecessary formalities and to obtain privileges which are available to the Private Limited Companies which would help the management to carry out its affairs efficiently.The Directors of your company recommend the adoption of the said Special Resolution as set out in Item No. (2) of the notice in the best interest of the Company. All the material documents and corrected copies of the Memorandum & Articles of Association of the Company are available for inspection during the business hours till the date of the Meeting.None of the Directors of your Company are concerned or interested in the proposed resolution except as a Shareholder of the Company.
Specimen signature of Mr. Futoshi Miyamoto, Managing Director of the Company is appended below.
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(Specimen Signature of Mr. Masahiro Asada)
As there was no other matter to be discussed the meeting ended with vote of thanks to the chair.
Certified True Copy
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Mr. Masahiro Asada
Director
OP-SEED CO., (BD) LIMITED.