Minutes of Meeting of the Promoters of
NICCA BANGLADESH CO., LTD.
A General Meeting of the promoters was held on 13th July 2023 at 10:00 AM in 4-23-1, Bunkyo, Fukui-City, Fukui Prefecture 910-8670, Japan.
The following promoters/representatives were present in the Meeting.
Sl. No.
Name of the Members /Representatives
Signature
01.
Mr. Yasumasa Emori Nominee Director of
NICCA CHEMICAL CO., LTD.
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02.
Mr. Kotaro Takeuchi Nominee Director of
NICCA CHEMICAL CO., LTD.
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03.
Mr. Atsutaka Kobayashi Nominee Director of
NICCA CHEMICAL CO., LTD.
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04.
Mr. Yasumasa Emori Representative Director of
HONG KONG NICCA CHEMICAL CO., LTD.
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Being appointed as Chairman of the meeting, Mr. Yasumasa Emori presided over the meeting and passed the following resolutions:
“RESOLVED THAT; a new company will be formed and incorporated in the following name & style with major objects – As per approved Memorandum & Articles of Association. The name & Style of the proposed Company will be “NICCA BANGLADESH CO., LTD.”
“RESOLVED THAT; the Authorized share capital of the company shall be BDT. 1,00,00,00,000.00 (One Hundred Crore Taka) divided into 100,000,000 (Ten Crore) Ordinary Shares of Taka 10/= (Ten Taka) each.”
“RESOLVED THAT; the proposed location of the company will be in “Suvastu Suraiya Trade Center 3A (3rd Floor), 57 Kamal Ataturk Avenue, Block-B Banani, Dhaka-1213, Bangladesh.”
“RESOLVED THAT; the following persons shall be the first Shareholders of the company who have agreed to take the shares in the capital of the company shown against their respective names:
Name, Address and Description
Of the Subscribers
Number of shares taken by each subscriber
Photograph of the Shareholders
Signature of
Subscribers
1. NICCA CHEMICAL CO., LTD.
Represented By: Mr. Yasumasa Emori
Address: 4-23-1 Bunkyo, Fukui City, Fukui Prefecture 910-8670, Japan.
TEL: 0776-24-0213
5,37,87,789
Ordinary shares (Five Crore Thirty-Seven Lac Eighty-Seven Thousand Seven Hundred Eighty-Nine)
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2. HONG KONG NICCA CHEMICAL CO., LTD.
Represented By: Mr. Yasumasa Emori
Address: Unit 1608 & 1610,
Profit Industrial Building No. 1-15, Kwai Fung Crescent
Kwai Chung, N.T., Hong Kong.
TEL: 852-2462-6232
5,43,311
Ordinary shares (Five Lac Forty-Three Thousand Three Hundred Eleven)
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The above 5,43,31,100 number of Ordinary shares shall be issued and the equivalent amount of BDT 54,33,11,000.00 (Fifty-Four Crore Thirty-Three Lac Eleven Thousand Taka Only) shall be the paid-up capital of the company.”
“RESOLVED THAT; Tokyo Consulting Firm Limited of Safura Tower (10th Floor Southern Side), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh is hereby appointed as Corporate Consultant and be and is hereby authorized to apply for the name clearance of the proposed company and to perform all the necessary works in connection with the incorporation of the company.”
“RESOLVED THAT; Company will open a non-operative bank account (BDT and USD) at The Hongkong and Shanghai Banking Corporation Limited (HSBC), Gulshan Branch, South Breeze Square, Level 13, Holding No. Plot 90 (new), 52 (old), Road no. CES (A), Gulshan Avenue, Gulshan, Dhaka, Bangladesh, Swift Code: HSBCBDDH, Routing Number: 115261721, in the name of “NICCA BANGLADESH CO., LTD.” as proposed for the registration purpose. The initial capital of the company will be remitted to this non-operative account. Mr. Kotaro Takeuchi is authorized to open the account in Bangladesh for the said purpose. He can sign individually for opening the Bank Account. However, this account will be transferred to the company’s regular account after its incorporation. For the signatory and power to operate the account, it will be the same as the non-operative bank account. The signature of Mr. Kotaro Takeuchi is appended below.”
Signature:
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_______________________________
Kotaro Takeuchi
Assigned Bank Signatory
“RESOLVED THAT; Mr. Showkat Akber (Representative of Tokyo Consulting Firm Limited) is hereby authorized for doing all the formalities (Application) for obtaining Trade License, Taxpayer’s Identification Number (TIN), Business Identification Number (BIN), and other registration/permission with all competent authority for the requirement of business operation. This will be valid until otherwise determined by the board of directors of the company.”
Since there was no other matter for discussion the meeting ended with a vote of thanks to the Chairman.
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Mr. Yasumasa Emori
Chairman of the Meeting