Date: 16th November 2022
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
ALSOK Bangladesh Security Services Ltd.
Notice is hereby given to all Directors of ALSOK Bangladesh Security Services Ltd. that Meeting of the Board of Directors of the Company will be held at 10:00 A.M. on 6th December 2022 at its registered office at Elite Force Recruitment Center, Dag No. 6965, Madani Avenue (100 Feet Road) Vatara, Dhaka-1212 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 issue share certificates to subscribers;
To discuss the resignation and removal of Mr. Atsushi Oizumi from the post of Managing Director of ALSOK Bangladesh Security Services Ltd.
To discuss the appointment of the Managing Director of ALSOK Bangladesh Security Services Ltd.
To discuss the removal of Mr. Atsushi Oizumi from the Bank signatory of ALSOK Bangladesh Security Services Ltd.
To discuss the appointment of Mr. Tsuyoshi Tanabe for the Bank signatory of ALSOK Bangladesh Security Services Ltd.
All members are requested to attend the meeting.
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_____________________
Atsushi Oizumi
Managing Director
ALSOK Bangladesh Security Services Ltd.
Copy to: All Directors of the company
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
ALSOK Bangladesh Security Services Ltd.
The Meeting of the Board of Directors of ALSOK Bangladesh Security Services Ltd. was held at 10 A.M on 6th December 2022 at Elite Force Recruitment Center, Dag No. 6965, Madani Avenue (100 Feet Road) Vatara, Dhaka-1212.
The following Members / Directors were presents:
SL.
Name of the Directors
Designation
Signature
1.
Ms. Maya Osaki Nominee Director of SOHGO SECURITY SERVICES CO., LTD.
Chairman
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2.
Mr. Atsushi Oizumi Nominee Director of SOHGO SECURITY SERVICES CO., LTD.
Managing Director
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3.
Mr. Toshimitsu Bamba Nominee Director of ALSOK Thai Security Services Co., Ltd.
Director
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Ms. Maya Osaki, Chairman of the board and presided over the meeting: Being satisfied with the quorum, the Chairman of the board started the proceeding of the meeting.
Agenda No. 01: To accept the Certificate of incorporation:
The Certificate of Incorporation Date: 15th November 2022 vide Reg. No. C- 185235/2022, received from the Registrar of Joint Stock Companies and Firms Dhaka, Bangladesh was laid before the Board and the members present expressed satisfaction for in time 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. 15th November 2022 to 31st March 2023 and the second and the subsequent financial year of the company will be the year from the “01 April 2023 to 31 March 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 Elite Force Recruitment Center, Dag No. 6965, Madani Avenue (100 Feet Road) Vatara, Dhaka-1212. 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 Elite Force Recruitment Center, Dag No. 6965, Madani Avenue (100 Feet Road) Vatara, Dhaka-1212 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 Managing Director 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.
SOHGO SECURITY SERVICES CO., LTD.
Represented By: Mr. Ikuji Kayaki
198,000
Ordinary shares (One Lac Ninety-Eight Thousand)
100
19,800,000.00
01-198000
02.
ALSOK Thai Security Services Co., Ltd.
Represented By: Mr. Toshimitsu Bamba
2,000
Ordinary shares (Two Thousand)
100
200,000.00
198001-200000
Total
200,000 shares (Two Lac Only).
20,000,000.00
Agenda No – 07: To discuss the resignation and removal of Mr. Atsushi Oizumi from the post of Managing Director of ALSOK Bangladesh Security Services Ltd.:
The Chairman informs the board regarding the resignation and removal of Mr. Atsushi Oizumi from the post of Managing Director of ALSOK Bangladesh Security Services Ltd. (Ex-nominee director of SOHGO SECURITY SERVICES CO., LTD.) and the board discussed the matter and passed the following resolutions unanimously:
“RESOLVE THAT; the resignation and removal of Mr. Atsushi Oizumi from the post of Managing Director of ALSOK Bangladesh Security Services Ltd. have been accepted and approved with effect from 06 December 2022.”
Agenda No – 08: To decide about the appointment of Managing Director of ALSOK Bangladesh Security Services Ltd.
The Chairman proposed the name of Mr. Yuji Sato as the Managing Director of the company in place of Mr. Atsushi Oizumi. The board discussed the proposal and passed the following resolution:
“RESOLVE THAT; Mr. Yuji Sato will be the new Managing Director of the company with effect from 06 December 2022, and such appointment hereby has been approved.
RESOLVED THAT; Mr. Yuji Sato, Managing Director of the company has been authorized to sign all papers as well as documents related to business.”
Agenda No - 09: To discuss the removal of Mr. Atsushi Oizumi from the Bank signatory of ALSOK Bangladesh Security Services Ltd.:
The Chairman informs the board regarding the removal of Mr. Atsushi Oizumi from the post of Managing Director of ALSOK Bangladesh Security Services Ltd. and withdraw the authority of authorized signatory of said person from ALSOK Bangladesh Security Services Ltd.’s Prime Bank Limited, Gulshan Branch.
“RESOLVE THAT; the removal of Mr. Atsushi Oizumi from the authorized bank signatory of Prime Bank Limited, Gulshan Branch has been accepted and approved.
Agenda No - 10: To appoint Mr. Tsuyoshi Tanabe for the Bank signatory of ALSOK Bangladesh Security Services Ltd.:
The Chairman informs the board regarding the appointment of Mr. Tsuyoshi Tanabe as the authorized signatory Bank account of ALSOK Bangladesh Security Services Ltd. Prime Bank Limited, Gulshan Branch.
“RESOLVE THAT; appointment of Mr. Tsuyoshi Tanabe as the new authorized Bank signatory of the Bank account of ALSOK Bangladesh Security Services Ltd. Prime Bank Limited, Gulshan Branch has been accepted and approved and Mr. Tsuyoshi Tanabe will be authorized to operate the internet banking “Prime Pay” service as Maker, Checker, and Approver of Transactions. Mr. OOOO is also appointed as Maker and Checker of online transactions for the internet Baking service Prime Pay.”
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Maya Osaki
Chairman of the Company