Dated: 10th March 2025
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
Bengal IRIS TAKUMI LTD.
Notice is hereby given to all members of the Board of Directors of Bengal IRIS TAKUMI LTD. that a Meeting of Board of Directors of the Company will be held on 31st March 2025 at 10.00 A. M. at its registered office at Lot No. D1, Bangladesh Special Economic Zone, Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh to consider the following agenda:
To confirm the minutes of the last Board Meeting;
To consider and approve the proposal for increasing the paid-up capital of the company;
To consider the issuance of new shares and the proportion of allotment to the existing shareholders;
Any other matters with the permission of the Chair.
All members of the Board of Directors are requested to attend the meeting.
🗸
_____________
Masataka Irie
Managing Director
Bengal IRIS TAKUMI LTD.
Copy to: All members of the Board
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
Bengal IRIS TAKUMI LTD.
The Board Meeting of Bengal IRIS TAKUMI LTD. was held on 31st March 2025 at 10.00 A. M. at its registered office at Lot No. D1, Bangladesh Special Economic Zone, Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh
The following Director/Persons were presented:
SL.
Name of the Directors
Designation
Signature
Mr. Yo Osumi (Nominee Director of IRIS Company Ltd.)
Chairman
√
Mr. Masataka Irie (Nominee Director of IRIS Company Ltd.)
Managing Director
√
Mr. Yukihei Osumi (Nominee Director of HONG KONG IRIS Co., Limited)
Director
√
Mr. Yo Osumi, the chairman of the Company presided over the meeting.
Being satisfied with the attendance required for a quorum for holding of Board Meeting the Chairman called the meeting to order.
Proceeding:
The notice of the meeting was read out and the agenda was taken up for consideration:
Agenda No- 01. To discuss and consider the Minutes of the last Board Meeting:
The minutes of the last Board Meeting were read out and approved unanimously.
Agenda No- 02. To consider and approve the proposal for increasing the paid-up capital of the company:
The Chairperson informed the Board that the company needs to increase the paid-up capital to support the company's short-term and long-term capital requirements. After discussion, it was unanimously:
"RESOLVED THAT, pursuant to the provisions of the Companies Act, 1994, and subject to the approval of the shareholders of the company and any other regulatory authorities as may be required, the paid-up capital of the company be and is hereby increased from BDT 21,10,50,000/- to BDT- 33,20,50,000/- by increasing paid-up capital BDT. 12,10,00,000/- issuing 1,21,000 ordinary shares of Tk. 1000/- each."
Agenda No- 03. To consider the issuance of new shares and the proportion of allotment to the existing shareholders as per the rules of Share Capital Increase in accordance with The Companies Act 1994, Section 155 (1):
The Board considered the issuance of new shares and the proportion of allotment to the existing shareholders. After discussion, it was unanimously:
"RESOLVED THAT, the ordinary shares be issued to the existing shareholders in the proportion of their current shareholding, as per the provisions of the Articles of Association of the company and in accordance with the rules of Share Capital Increase as per The Companies Act 1994, Section 155 (1), and the Rights offer will be made to the existing shareholders of the company as under:”
Right offer:
Name of shareholder’s
Existing shares
No of shares of Right offer of Taka 1000 each
IRIS Company Ltd.
Represented By: Mr. Yo Osumi
2,10,000
1,20,398
HONG KONG IRIS Co., Limited
Represented By: Mr. Yukihei Osumi
1,050
602
Total
2,11,050
121,000
After allotment, the shareholding position will be as follows:
Name of shareholder’s
Total existing shares after allotment
IRIS Company Ltd.
Represented By: Mr. Yo Osumi
3,30,398
HONG KONG IRIS Co., Limited
Represented By: Mr. Yukihei Osumi
1,652
Total
3,32,050
Agenda No- 04. Any other matters with the permission of the Chair:
There being no other business to transact, the Meeting ended with vote of thanks to the Chair.
√
_____________________
Yo Osumi
Chairman
Bengal IRIS TAKUMI LTD.