Dated: 06th October 2024
NOTICE OF THE BOARD MEETING
OF
Toyotsu Machinery & Engineering Bangladesh Limited
Notice is hereby given that the Board of Directors Meeting of Toyotsu Machinery & Engineering Bangladesh Limited will be held at 11:00 AM on 27th October 2024 at SE(D) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue, Gulshan-1, Dhaka-1212, 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 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.
🗸
_____________________
Shinya Miura
Managing Director
Toyotsu Machinery & Engineering Bangladesh Limited
Copy to: All members of the Board of Directors
MINUTES OF THE BOARD MEETING
OF
Toyotsu Machinery & Engineering Bangladesh Limited
The Board Meeting of Toyotsu Machinery & Engineering Bangladesh Limited was held on 27th October 2024 at 11:00 AM at SE(D) 22, Crystal Palace 8F, Road No. 140, Gulshan South Avenue, Gulshan-1, Dhaka-1212, Bangladesh.
The following Directors were present at the meeting:
SL.
Name of the Directors
Designation
Signature
1.
Mr. Yoshihiro Kawahara
Nominee Director of Toyota Tsusho Corporation
Director
🗸
2.
Mr. Shinya Miura
Nominee Director of Toyotsu Machinery
Corporation
Managing Director
🗸
Being elected and appointed as Chairman for this meeting, Mr. Yoshihiro Kawahara presided over the meeting and passed the following resolutions:
Proceeding:
Agenda No. 01: To accept the Certificate of Incorporation:
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 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 appoint 1st Auditor of the company:
The Chairman 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 1st Auditor of the Company and further informed that they have consented to act as the 1st 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 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. 04: 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 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 Avenue, 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 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.
Toyotsu Machinery
Corporation Represented By: Mr. Yoshihiro Kawahara
3,48,500
(Three Lac
Forty-Eight
Thousand
Five
Hundred shares)
100
3,48,50,000.00
01-348500
02.
Toyota Tsusho Corporation Represented By: Mr. Yuji Makino
61,500
(Sixty-One
Thousand Five
Hundred shares)
100
61,50,000.00
348501-410000
Total
4,10,000 shares (Four Lac Ten Thousand Only)
4,10,00,000.00
Agenda No - 06: 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.
🗸
__________________
Yoshihiro Kawahara
Director
Toyotsu Machinery & Engineering Bangladesh Limited