Date: 25th May, 2022
NOTICE OF THE MEETING OF BOARD OF DIRECTORS OF
CBC OPTICAL INDUSTRIES BD Co., Ltd.
Notice is hereby given to all the members of the Board of Directors of CBC OPTICAL INDUSTRIES BD Co., Ltd. that a Meeting of Board of Directors of the Company will be held on 08th May, 2022 at 11 A.M. at Plot # 16 & 17, Sector# 03, Karnaphuli EPZ, North Patenga, Chattogram, Bangladesh to consider the following agenda:
To discuss and consider the Minutes of last Board Meeting.
To discuss and consider the share transfer of RICOH Industrial Solutions Inc. Represented by- Hiroshi Takemoto to CBC Co., Ltd. Represented by- Tetsuro Kimura; and
Any other matters with the permission of the Chair.
All Members are requested to attend the meeting.
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_________________________
Yasufumi Matsuo
Managing Director
Copy to: All Members are requested to attend the meeting.
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
CMSS CONSULTING LTD.
The Board Meeting of CMSS Consulting Ltd. was held on 13th February, 2022 at 11:00 A.M. at House # 01, Road # 11, Block # J, Baridhara, Dhaka, PO: 1212, Bangladesh.
The following Members/Director were presents in the Meeting:
Sl. No.
Name of the Member / Director
Designation
Signature
01.
Mr. Tetsuro Kimura (Self & Nominee Director of CBC CO. Limited)
Chairman
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02.
Mr. Yasufumi Matsuo
Managing Director
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03.
Mr. Kanichiro Saito
Director
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04.
Mr. Ryuichi Usui
Director
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05.
Mr. Hiroshi Takemoto (Nominee Director of RICOH Industrial)
Director
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Mr. Tetsuro Kimura, Chairman of the company presided over the Meeting.
The Chairman thereafter thanked the other Directors present in the meeting.
Being satisfied with the attendance required for quorum for holding of Board Meeting the Chairman called the meeting in to order and started the proceeding of the meeting.
Proceeding:
The notice of the meeting was read out and the agenda were 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 consider the share transfer of RICOH Industrial Solutions Inc. (Represented by- Hiroshi Takemoto) to CBC Co., Ltd. (Represented by- Tetsuro Kimura:
The Chairman informed that RICOH Industrial Solutions Inc. represented by- Hiroshi Takemoto existing shareholders gave notice for sale their total 610,000 (Six Lac Ten Thousand) ordinary shares of Tk. 100 each. But no one is interested to purchase these offering shares willingly.
The Chairman also informed the Board that out of the above offer being the existing shareholder of the Company CBC Co., Ltd. Represented by- Tetsuro Kimura expressed their ability to subscribe for 610,000 Nos. of shares through letters.
Hence, that CBC Co., Ltd. represented by- Tetsuro Kimura existing shareholders of the Company have expressed their interest to purchase these shares i.e., 610,000 ordinary shares of Tk. 100 each as follows:
Thus, the acceptance of right share position stands as under:
SL. No.
Name
No. of Shares of Tk. 100 each
Amount (TK.)
1.
CBC Co., Ltd. Represented by- Tetsuro Kimura
610,000
610,00,000
Total
610,000
610,00,000
RICOH Industrial Solutions Inc. represented by- Hiroshi Takemoto agrees to sell their 610,000 ordinary shares to CBC Co., Ltd. Represented by- Tetsuro Kimura existing shareholders agrees to buy the said 610,000 shares from RICOH Industrial Solutions Inc. represented by- Hiroshi Takemoto on consideration of the face value of the said shares.
After threadbare discussion, the Board of Directors approved the transfer of 610,000 ordinary shares of Tk. 100 each by sale to CBC Co., Ltd. Represented by- Tetsuro Kimura existing shareholder of the Company which was previously owned by RICOH Industrial Solutions Inc. represented by- Hiroshi Takemoto and it was resolved as under:
“That, transfer of 610,000 ordinary shares each from RICOH Industrial Solutions Inc. represented by- Hiroshi Takemoto to CBC Co., Ltd. Represented by- Tetsuro Kimura by way of purchase is hereby approved and accepted.”
Details regarding the shares transferred are shown below:
SL. No.
Name of Transferor
Name of Transferee
No. of Shares
1.
RICOH Industrial Solutions Inc. represented by- Hiroshi Takemoto
CBC Co., Ltd. Represented by- Tetsuro Kimura
610,000
Total
610,000
The Board of Directors requested the Transferor and Transferee to complete all the formalities including completing the Instruments of Share Transfer in Form No-117 and Affidavits, so that necessary action may be taken by the Company to register the transfer of shares and modify the shareholding position.
Agenda No- 03: Any other matters with the permission of the Chair:
Since there was no other matter for discussion the meeting ended with a vote of thanks to the Chair.
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_______________________
Tetsuro Kimura
Chairman of the Company