Date: 6th May 2024
NOTICE OF THE MEETING OF BOARD OF DIRECTORS OF
CMSS CONSULTING LTD.
Notice is hereby given to all the members of the Board of Directors of CMSS Consulting Ltd. that a Meeting of Board of Directors of the Company will be held on 27th May 2024 at 11:00 A.M. at Shah Ali Plaza, 7th Floor, Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh to consider the following agenda:
To discuss and consider the Minutes of last Board Meeting.
To discuss and consider the share transfer of Mr. Kinya Miyakawa to Mr. Ryunosuke Shimamura.
To discuss and consider the resignation of Mr. Kinya Miyakawa from the Post of Director as well as Managing Director of the company.
To discuss the appointment of Mr. Naoki Shimamura, Nominee Director of CMSS Co., Ltd. as Director as well as Managing Director in the Board of CMSS Consulting Ltd.
To discuss the appointment of Ryunosuke Shimamura as Director in the Board of CMSS Consulting Ltd.
Any other matters with the permission of the Chair.
All Members are requested to attend the meeting.
√
____________________
Ryunosuke Shimamura
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 27th May 2024 at 11:00 A.M. at Shah Ali Plaza, 7th Floor, Suite No. 815, Mirpur-10, Dhaka-1216, Bangladesh.
The following Members/Directors were present in the Meeting:
Sl. No.
Name of the Members /Directors
Position
Signature
01.
Atsuhito Kiriyama
Nominee Director of CMSS Co., Ltd.
Chairman
🗸
02.
Kinya Miyakawa
Managing Director
🗸
03.
Ryunosuke Shimamura
Nominee Director of CMSS Co., Ltd.
Director
🗸
04.
Mr. Naoki Shimamura
On Special Invitation
🗸
Mr. Atsuhito Kiriyama, 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 to hold Board Meeting the Chairman called the meeting 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 Mr. Kinya Miyakawa to Mr. Ryunosuke Shimamura:
The Chairman informed that Mr. Kinya Miyakawa existing shareholders gave notice for sale his entire 200 (Two Hundred) ordinary shares of Tk. 100 each. But no one is interested to purchase these offering shares willingly.
The Chairman also informed the Board that, the existing shareholder of the Company expressed their inability to purchase 200 shares through letters. They denied accepting 200 number of shares and simultaneously they have expressed their no objection regarding offering these 200 numbers of ordinary shares of Taka 100 each to the outside shareholders of the Company.
Hence, Mr. Ryunosuke Shimamura outsider of the Company has expressed his interest in purchasing these shares i.e., 200 ordinary shares of Tk. 100 each as follows:
Thus, the acceptance of the right share position stands as under:
SL. No.
Name
No. of Shares of Tk. 100 each
Amount (TK.)
1.
Mr. Ryunosuke Shimamura
200
20,000
Total
200
20,000
Mr. Kinya Miyakawa agrees to sell his entire 200 ordinary shares to Mr. Ryunosuke Shimamura (an Outsider of the Company) and Mr. Ryunosuke Shimamura agrees to buy the said 200 shares from Mr. Kinya Miyakawa on consideration of the face value of the said shares.
Mr. Ryunosuke Shimamura who attended the meeting confirmed his acceptance to buy the shares as mentioned above during the meeting.
After threadbare discussion, the Board of Directors approved the transfer of 200 ordinary shares of Tk. 100 each by sale to Mr. Ryunosuke Shimamura outsider of the Company which was previously owned by Mr. Kinya Miyakawa and it was resolved as under:
“RESOLVED THAT; Transfer of 200 ordinary shares each from Mr. Kinya Miyakawa to Mr. Ryunosuke Shimamura 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 transferred
Distinctive
No.
Face value of each share
Total value of shares
01.
Mr. Kinya Miyakawa
Mr. Ryunosuke Shimamura
200
601-800
100/-
20,000/-
Total :
200 Shares
Taka 20,000/-
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: To discuss and consider the resignation of Mr. Kinya Miyakawa from the Post of Director as well as Managing Director of the company:
The Chairman informed the Board about the resignation of Mr. Kinya Miyakawa from the Post of Director as well as Managing Director of the company.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
“RESOLVED THAT; the resignation of Mr. Kinya Miyakawa from the Post of Director as well as Managing Director of the company is hereby accepted with effect from the end of the meeting.”
Agenda- No 04: To discuss the appointment of Mr. Naoki Shimamura, Nominee Director of CMSS Co., Ltd. as Director as well as Managing Director in the Board of CMSS Consulting Ltd.
The Chairman informed the Board about the consent to act as Director and Managing Director by Mr. Naoki Shimamura of the company.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
“RESOLVED THAT; Mr. Naoki Shimamura has been appointed as Director as well as Managing Director of CMSS Consulting Ltd. and it has been accepted and approved.”
Agenda No- 05: To discuss the appointment of Mr. Ryunosuke Shimamura, as Director on the Board of CMSS Consulting Ltd.
The Chairman informed the Board about the consent to act as Director by Mr. Ryunosuke Shimamura of the company.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
“RESOLVED THAT; Mr. Ryunosuke Shimamura has been appointed as Director of CMSS Consulting Ltd. and it has been accepted and approved.”
Agenda No- 06: 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.
√
_______________________
Atsuhito Kiriyama
Chairman of the Company