Date: 09th November 2022
NOTICE OF THE 1ST MEETING OF THE BOARD OF DIRECTORS OF
Nippon Signal Bangladesh Private Limited
Notice is hereby given to all Directors of Nippon Signal Bangladesh Private Limited that 1st Meeting of the Board of Directors of the Company will be held at 10:00 A.M. on 1st December 2022 at its registered office at Ataturk Tower, Flat 11/A (Lift 10), 22 Kamal Ataturk Avenue, Banani, Dhaka-1213 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 the 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.
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____________________
AKIFUMI YOSHIDA
Managing Director
Nippon Signal Bangladesh Private Limited
Copy to: All Directors of the company
MINUTES OF THE 1ST MEETING OF THE BOARD OF DIRECTORS OF
Nippon Signal Bangladesh Private Limited
The 1st Meeting of the Board of Directors of Nippon Signal Bangladesh Private Limited was held at 10 A.M on 1st December 2022 at Ataturk Tower, Flat 11/A (Lift 10), 22 Kamal Ataturk Avenue, Banani, Dhaka-1213.
The following Members / Directors were presents:
Sl. No
Name of the Members /Directors
Position
Signature
01.
Mr. AKIFUMI YOSHIDA (Nominee Director of Nippon Signal Co., Ltd.)
Managing Director
√
02.
Mr. KUNIHARU ZUSHI
(Nominee Director of Nisshin Electronics Service Co., Ltd.)
Director
√
03.
Mr. HIDEO OSHIMA
(Nominee Director of Nippon Signal Co., Ltd.)
Chairman
√
Mr. HIDEO OSHIMA, 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: 9 November 2022 vide Reg. No. C- 185086, received from the Registrar of Joint Stock Companies and Firms Dhaka, Bangladesh was laid before the Board and the members present expressed satisfaction for 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 were 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 fix up the financial year of the company:
The Chairman informed the members of the Board that the company will follow the financial year as per the regulation of Bangladesh. The members of the Board considered the aforesaid matter and fixed the Financial Year of the Company.
“RESOLVED THAT; the first Financial Year of the Company will be the period from the date of Incorporation i.e. 9 November 2022 to 30 June 2023 and the second and the subsequent financial year of the company will be the year from the “01 July 2023 to 30 June 2024.”
Agenda No. 04: To appoint 1st Auditor of the company:
The Chairman informed the members of the Board that it is desirable to appoint Salam & Co., Chartered Accountants of Paltan Tower (2nd Floor), Suit # 205, 87 Purana Paltan Line, Dhaka-1000, Bangladesh 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; Salam & Co., Chartered Accountants of Paltan Tower (2nd Floor), Suit # 205, 87 Purana Paltan Line, Dhaka-1000, Bangladesh 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. 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 Ataturk Tower, Flat 11/A (Lift 10), 22 Kamal Ataturk Avenue, Banani, Dhaka-1213. The Chairman also placed before the Board the copy of “Form VI”. Notice of situation of Registered Office or any change therein, filed with the Registrar of Joint Stock Companies, Dhaka.
“RESOLVED THAT; the Registered Office of the Company be situated at Ataturk Tower, Flat 11/A (Lift 10), 22 Kamal Ataturk Avenue, Banani, Dhaka-1213 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. 06: 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.
Nippon Signal Co., Ltd.Represented By: Mr. Hidehiko Tsukamoto
2310000
(Twenty-Three Lac
Ten Thousand shares)
100
231,000,000
01-2310000
02.
Nisshin Electronics Service
Co., Ltd.
Represented By: TOSHIO TAKANO
990000
(Nine Lac Ninety Thousand shares)
100
99,000,000
2310001-3300000
Total
3300000 (Thirty-Three Lac Shares)
330,000,000
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.
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___________________
HIDEO OSHIMA
Chairman of the Company