Date: 9th August 2023
NOTICE OF THE MEETING OF THE BOARD OF DIRECTORS OF
Micronet BGD Co., Ltd.
Notice is hereby given to all Directors of Micronet BGD Co., Ltd. that Meeting of the Board of Directors of the Company will be held at 10:00 A.M. on 29th August 2023 at its Safura Tower (10th Floor South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh 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 appoint 1st auditor of the company;
To approve the registered address of the company;
To issue share certificates to subscribers;
All members are requested to attend the meeting.
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_____________________
Kozo Murakami
Chairman
Micronet BGD Co., Ltd.
Copy to: All Directors of the company
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
Micronet BGD Co., Ltd.
The Meeting of the Board of Directors of Micronet BGD Co., Ltd. was held at 10 A.M on 29th August 2023 at Safura Tower (10th Floor South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh.
The following Members / Directors were present:
SL.
Name of the Directors
Designation
Signature
1.
Mr. Naoya Kasamatsu Representative of Micronet Co., Ltd.
Director
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2.
Mr. Kozo Murakami
Chairman
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Mr. Kozo Murakami, 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: 8th August 2023 vide Reg. No. C- 190164/2023, 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. 04: To appoint 1st Auditor of the company:
The Chairman informed the members of the Board that it is desirable to appoint Ahamed Shamim & Co. Chartered Accountants of House – 1/B, Flat – 1A, Road – 8, Block – I, Banani, Dhaka-1213 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; Ahamed Shamim & Co. Chartered Accountants of House – 1/B, Flat – 1A, Road – 8, Block – I, Banani, Dhaka-1213 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 Safura Tower (10th Floor South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh. 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 Safura Tower (10th Floor South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka-1213, Bangladesh 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.
Micronet Co., Ltd.
Represented By: Kozo Murakami
48,000
Ordinary shares (Forty-Eight Thousand)
100
48,00,000.00
48000
02.
Mr. Kozo Murakami
32,000
Ordinary shares (Thirty-Two Thousand)
100
32,00,000.00
48001-80000
Total
80,000 shares (Eighty Thousand Only).
20,000,000.00
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___________________
Kozo Murakami
Chairman of the Company