Dated: 4th February 2025
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
NISSHIN TRANS CONSOLIDATOR BD LTD
Notice is hereby given to all members of the Board of Directors of Nisshin Trans Consolidator BD Ltd that a Meeting of Board of Directors of the Company will be held on 25th February 2025 at 10.00 A. M. at its registered office at House-2/B (2nd Floor), Road-4, Block-D, Banani, Dhaka, Bangladesh to consider the following agenda:
To confirm the minutes of the last Board Meeting.
To discuss and approve the allotment of 95,000 ordinary shares of Tk.100 each raised through Right Issue & Allotment,
Any other matters with the permission of the Chair.
All members of the Board of Directors are requested to attend the meeting.
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Kabir Ahmed
Managing Director
Nisshin Trans Consolidator BD Ltd
Copy to: All members of the Board
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
NISSHIN TRANS CONSOLIDATOR BD LTD
The Board Meeting of Nisshin Trans Consolidator BD Ltd was held on 25th February 2025 at 10.00 A. M. at its registered office at House-2/B (2nd Floor), Road-4, Block-D, Banani, Dhaka, Bangladesh.
The following Director/Persons were presented:
Sl. No.
Name
Designation
Signature
01.
Mr. Kabir Ahmed
Managing Director
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02.
Mr. Mozammel Hoque
Director
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03.
Mr. Shinichi Magami (Representative of Nisshin Transportation Co. Ltd.)
On special invitation
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Mr. Mozammel Hoque, the Director of the Company has elected as chairman of the meeting and presided over the meeting.
Being satisfied with the attendance required for a quorum for holding of Board Meeting the meeting 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 discuss and approve the allotment of 95,000 ordinary shares of Tk. 100 each raised through Right Issue & Allotment:
The meeting Chairman informed that about the decision of the meeting of the Board of Directors of the company held on 14th January 2025 regarding the proposal of an increase of paid-up capital of Tk. 95,00,000 divided into 95,000 ordinary shares of Tk. 100 each of the company and served notice for right offer of shares to all shareholders on 14th January 2025.
Hence, Mr. Mozammel Hoque have declined to purchase the offered 9,500 ordinary shares, and expressed no objection to offering these shares to the other shareholders or outsider of the Company.
Mr. Mohon Halder did not respond to the notice for right offer within 15 days of notice issuing date and the board of directors decided to offer the share to outsider.
On the other hand, Mr. Kabir Ahmed has provided written notice accepting the purchase of 35,000 ordinary shares from the offered 71,250 shares. He has also expressed no objection to offering the remaining shares to other shareholders or outsider of the Company.
The meeting Chairman also informed the meeting that following the offering of 95,000 ordinary shares to the existing shareholders in proportion to their respective shareholdings, a total of 60,000 shares remained unsubscribed due to a lack of expression of interest.
To address this, the remaining shares were offered to two external investors as follows:
Nisshin Transportation Co. Ltd. – 30,000 Ordinary Shares
Mohammad Azizul Hoque – 30,000 Ordinary Shares
Both Nisshin Transportation Co. Ltd. and Mohammad Azizul Hoque have formally accepted the offer by providing written confirmation of their intent to purchase the allotted shares.
"RESOLVED THAT the allotment of 95,000 ordinary shares of Tk. 100 each to Mr. Kabir Ahmed, Nisshin Transportation Co. Ltd. & Mohammad Azizul Hoque by way of purchase, is hereby approved and accepted."
After allotment, the shareholding position will be as follows:
Name of shareholder’s
Total existing shares before allotment
Total existing shares after allotment
Mr. Kabir Ahmed
3750
38750
Mr. Mohon Halder
750
750
Mr. Mozammel Hoque
500
500
Nisshin Transportation Co. Ltd.
0
30000
Mr. Mohammad Azizul Hoque
0
30000
Total
5,000
1,00,000
After further discussion, it was accepted unanimously:
"RESOLVED THAT, return of Allotment for 95,000 ordinary shares of Tk 100 each in the Company as approved above to be filed with the Registrar of Joint Stock Companies of Bangladesh within the stipulated time framed by the Companies Act, 1994 and Directors of the Company is duly authorized by the Board to complete the necessary formalities under the Companies Act, 1994 and thus to issue the share certificate to the respective shareholders.”
Agenda No- 03: 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.
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Mozammel Hoque
Director of the Company