10th May, 2018
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
DENZAI BANGLADESH LTD.
Notice is hereby given to all Directors of DENZAI Bangladesh Ltd. that Meeting of the Board of Directors of the Company will be held at 10 A.M. on 17 May, 2018 at its registered office at Hasan Court (1st Floor), 23/1, Motijheel C/A, Dhaka-1000, Bangladesh to consider 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 registered address of the company;
To ensure custody of common seal;
To issue share certificates to subscribers; and
Miscellaneous, if any, with the permission of the chair.
All members are requested to attend the meeting.
__________________
Yukihiro Uemura
Managing Director
Distribution to: All Directors of the company
MINUTES OF THE BOARD OF DIRECTORS MEETING OF
DENZAI BANGLADESH LTD.
A Meeting of the Board of Directors of DENZAI Bangladesh Ltd. was held at 10 A.M on 17 May, 2018 at Hasan Court (1st Floor), 23/1, Motijheel C/A, Dhaka-1000, Bangladesh.
The following Members / Directors were presents:
Sl. No
Name of the Members /Directors
Position
Signature
01.
Kohki Uemura
Nominee Director of DENZAI Engineering Corporation
Chairman
√
02.
Yukihiro Uemura
Managing Director
√
Mr. Kohki Uemura, Chairman of the Company presided over the meeting.
Being satisfied with the attendance required for quorum for holding of Board Meeting the Chairman called the meeting into order.
Agenda No. 01: To accept the Certificate of incorporation:
The Certificate of Incorporation Date: 25th -April-2018 vide Reg. No. C-144543, received from the Registrar of Joint Stock Companies and Firms Dhaka, Bangladesh was laid before the Board and the member’s present expressed satisfaction for on time incorporation of the company in Bangladesh.
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 down before the Board. The summery of Memorandum and Articles of Association was read out and the clauses of both the documents were found in conformity with legal provisions and purpose of the company.
Agenda No. 03: To fix up the financial year of the company:
The Chairman informed the members of the Board that under the Companies Act, 1994 the Financial Year of the Company has to be ascertained. He later requested the members of the Board to consider the aforesaid matter and fix the Financial Year of the Company.
The Board after a brief discussion passed the following resolutions unanimously:
“RESOLVED THAT; the First Financial Year of the Company will be the period from the date of Incorporation i.e. 25th April 2018 to 30th June 2019 and the second and the subsequent financial years of the company will be the year from the 1st July to 30th June.”
Agenda No. 04: To appoint 1st auditor of the company:
The Chairman informed the members of the Board that it is desirable to appoint Amal & Leena, Chartered Accountants of 383, Tongi Diversion Road, Moghbazar, Dhaka-1217, Bangladesh as the First Auditor of the Company and further informed that they have consented to act as the First auditor of the Company.
The Board after a brief discussion passed unanimously the following resolution:
“RESOLVED THAT; Amal & Leena, Chartered Accountants of 383, Tongi Diversion Road,Moghbazar, Dhaka-1217, Bangladesh be and are hereby appointed as the First Auditor of the Company to hold office until the conclusion of the First Annual General Meeting of the Company on such remuneration as may be 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 Hasan Court (1st Floor), 23/1, Motijheel C/A, Dhaka-1000, Bangladesh. The Chairman also placed before the Board the copy of the form VI viz. Notice of situation of Registered Office or any change therein, filed with the Registrar of Joint Stock Companies, Dhaka.
The Board after a brief discussion passed the following resolutions unanimously:
“RESOLVED THAT; the Registered Office of the Company be situated at Hasan Court (1st Floor), 23/1, Motijheel C/A, Dhaka-1000, Bangladesh.’
“RESOLVED FURTHER THAT; the name plate of the Company be affixed at the Registered Office of the Company”.
Agenda No. 06: To ensure custody of common seal:
The Chairman placed before the meeting the Common Seal of the Company and the same was approved by the Board.
The following resolution was passed unanimously:
“RESOLVED THAT the Seal as per the impression affixed in the margin of the minutes and duly initialed by the Chairman be and is hereby approved and adopted as the Common Seal of the Company and the same is kept in the safe custody of the Managing Director”.
“FURTHER RESOLVED THAT; the common seal will be used as per provisions of Articles of Association of the Company.”
Agenda No. 07: To issue of 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.
DENZAI Engineering Corporation
Represented By: Mr. Kohki Uemura
20,400 (Twenty Thousand Four Hundred shares)
100
2,040,000
001-20400
02.
Yukihiro Uemura
19,600 (Ninteen Thousand Six Hundred shares)
100
1,960,000
20401-40000
Total=
40,000 (Forty Thousand shares)
40,00,000
Agenda No: 08. Miscellaneous, if any, with the permission of the chair:
There being no other business to transact, the meeting concluded with a vote of thanks to the Chair.
___________________
Kohki Uemura
Chairman of the Company