Dated: 8th October 2023
NOTICE OF THE BOARD MEETING
OF
NICCA BANGLADESH CO., LTD.
Notice is hereby given that the Board of Directors Meeting of NICCA BANGLADESH CO., LTD. will be held at 11:00 AM on 29th October 2023 at Lot No. C6, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar Narayanganj-1460, Bangladesh to transact the following agenda.
To accept the Certificate of Incorporation.
To be apprised of the Memorandum and Articles of Association of the company.
To fix up the financial year of the company.
To appoint 1st auditor of the company.
To approve the registered address of the company.
To issue share certificates to subscribers.
Any other matters with the permission of the Chair.
All Directors of the Company are requested to make it convenient by attending the meeting.
By order of the Board of Directors.
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_____________________
Kotaro Takeuchi
Managing Director
NICCA BANGLADESH CO., LTD.
Copy to: All members of the Board of Directors
MINUTES OF THE BOARD MEETING
OF
NICCA BANGLADESH CO., LTD.
The Board Meeting of NICCA BANGLADESH CO., LTD. was held on 29th October 2023 at 11:00 AM at Lot No. C6, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar Narayanganj-1460, Bangladesh.
The following Directors were present at the meeting:
SL.
Name of the Directors
Designation
Signature
1.
Mr. Kotaro Takeuchi Nominee
Director of NICCA CHEMICAL CO., LTD.
Managing Director
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2.
Mr. Yasumasa Emori Nominee
Director of NICCA CHEMICAL CO., LTD.
Chairman
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3.
Mr. Atsutaka Kobayashi Nominee Director of NICCA CHEMICAL CO., LTD.
Director
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Mr. Yasumasa Emori, the Chairman of the company presided over the meeting: Being satisfied with the quorum, the Chairman of the board started the proceeding of the meeting.
Proceeding:
Agenda No. 01: To accept the Certificate of Incorporation:
The Certificate of Incorporation Date: 5th October 2023 vide Reg. No. C- 191386/2023, 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 the company in Bangladesh.
“RESOLVED THAT; the certificate of incorporation 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 was laid down 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.
“RESOLVED THAT; the Memorandum and Articles of Association are accepted and approved by the board member unanimously.”
Agenda No. 03: To fix up the financial year of the company:
The Chairman informed the members of the Board that the company will follow the financial year as per the Parent Company’s financial year. The members of the Board considered the aforesaid matter and fixed the Financial Year of the Company.
“RESOLVED THAT; the first Financial Year of the Company will be the period from the date of incorporation i.e. 5th October 2023 to 31 December 2023 and the second and the subsequent financial year of the company will be the year from the “01 January 2024 to 31 December 2024.”
Agenda No. 04: To appoint 1st Auditor of the company:
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 as the 1st Auditor of the Company and further informed that they have consented to act as the 1st auditor of the Company.
“RESOLVED THAT; Ahamed Shamim & Co., Chartered Accountants of House – 1/B, Flat – 1A, Road – 8, Block – I, Banani, Dhaka-1213 is hereby appointed as the 1st Auditor of the Company to hold office until the conclusion of the 1st Annual General Meeting of the Company on such remuneration as agreed upon later on”.
Agenda No. 05: To approve the registered address of the company:
The chairman informed the members of the Board that the Registered Office of the Company would be located at Lot No. C6, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar Narayanganj-1460, Bangladesh.
“RESOLVED THAT; the Registered Office of the Company be situated at Lot No. C6, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar Narayanganj-1460, 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. 06: 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 this regard, 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 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 will be issued in favor of the subscribers of paid-up capital as described below:”
Sl. No.
Name of the
Shareholders
Total No.
of Shares
Face Value (Tk.)
Total Amount of Taka
Distinctive Number
01.
NICCA CHEMICAL CO., LTD. Represented By: Mr. Yasumasa Emori
5,39,99,000
(Five Crore Thirty-Nine Lac Ninety-Nine
Thousand shares)
10
53,99,90,000.00
01-53999000
02.
HONG KONG NICCA CHEMICAL
CO., LTD. Represented By: Mr. Yasumasa Emori
1000
(One Thousand shares)
10
10,000.00
53999001-54000000
Total
54,00,00,000 shares (Five Crore Forty Lac Only)
54,00,00,000.00
Agenda No - 07: Any other matters with the permission of the Chair:
Since there was no other matter for discussion the meeting ended with a vote of thanks to the Chair.
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_________________
Yasumasa Emori
Chairman
NICCA BANGLADESH CO., LTD.