Date: 06th May 2024
NOTICE OF THE MEETING OF BOARD OF DIRECTORS OF
IMPAM BANGLADESH LTD.
Notice is hereby given to all the members of the Board of Directors of Impam Bangladesh Ltd. that a Meeting of the Board of Directors of the Company will be held on 26th May 2024 at 11:00 A.M. at Plot No-81, Road No-2, Block No-A, Mirpur-2, Dhaka-1216, Bangladesh to consider the following agenda:
To discuss and consider the Minutes of the last Board Meeting.
To discuss and consider the share transfer of Impam Seal Corporation Ltd. (represented by Mr. Fujio Iwata) to Mr. Md. Alamgir Kabir and Mr. Higashihira Izumi to Mrs. Nazma Parvin which will be effective from 27th May 2024.
To discuss and consider the resignation of Mr. Higashihira Izumi from the Post of Director as well as Manging Director and Mr. Fujio Iwata from the Post of Director as well as Chairman of the company which will be effective from 27th May 2024.
To discuss the appointment of Mr. Md. Alamgir Kabir as Director as well as Managing Director and Mrs. Namza Parvin for the Post of Director as well as Chairman in the Board of Impam Bangladesh Ltd which will be effective from 27th May 2024.
Any other matters with the permission of the Chair.
All Members are requested to attend the meeting.
√
____________________
Higashihira Izumi
Managing Director
Copy to: All Members are requested to attend the meeting.
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF
IMPAM BANGLADESH LTD.
The Board Meeting of Impam Bangladesh Ltd. was held on 26th May 2024 at 11:00 A.M. at Plot No-81, Road No-2, Block No-A, Mirpur-2, Dhaka-1216, Bangladesh.
The following Members/Directors were present in the Meeting:
Sl. No.
Name
Designation
Signature
01.
Fujio Iwata
(Nominee Director of Impam Seal Corporation Ltd.)
Chairman
🗸
02.
Higashihira Izumi
Managing Director
🗸
03.
Md. Alamgir Kabir
On Special Invitation
🗸
04.
Nazma Parvin
On Special Invitation
🗸
Mr. Fujio Iwata, 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 Impam Seal Corporation Ltd. represented by Mr. Fujio Iwata to Mr. Md. Alamgir Kabir and Mr. Higashihira Izumi to Mrs. Nazma Parvin which will be effective from 27th May 2024:
The Chairman informed that Impam Seal Corporation Ltd. (represented by Mr. Fujio Iwata) and Mr. Higashihira Izumi existing shareholders gave notice for the sale of entire 6963 (Six Thousand Nine Hundred Sixty Three) and 1 (One) ordinary shares of Tk. 100 each respectively. But no one is interested to purchase these offering shares willingly.
The Chairman also informed the Board that, the existing shareholders of the Company expressed their inability to purchase total 6964 shares through letters. They denied accepting 6964 number of shares and simultaneously they have expressed their no objection regarding offering these 6964 numbers of ordinary shares of Taka 100 each to the outside shareholders of the Company which will be effective from 27th May 2024.
Mr. Md. Alamgir Kabir and Mrs. Nazma Parvin outsider of the Company have expressed their interest in purchasing these shares i.e., 6964 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. Md. Alamgir Kabir
6963
6,96,300
2.
Mrs. Nazma Parvin
1
100
Total
6964
6,96,400
Impam Seal Corporation Ltd. represented by Mr. Fujio Iwata agrees to sell the entire 6963 ordinary shares to Mr. Md. Alamgir Kabir (an Outsider of the Company) and Mr. Higashihira Izumi agrees to sell his entire 1 ordinary share to Mrs. Nazma Parvin (an Outsider of the Company) and Mr. Md. Alamgir Kabir agrees to buy the said 6963 shares and Mrs. Nazma Parvin agrees to buy the said 1 share from Mr. Higashihira Izumi on consideration of the face value of the said shares.
Mr. Md. Alamgir Kabir and Mrs. Nazma Parvin who are attended the meeting confirmed their acceptance to buy the shares as mentioned above during the meeting.
After the discussion, the Board of Directors approved the transfer of 6964 ordinary shares of Tk. 100 each by sale to Mr. Md. Alamgir Kabir and Mrs. Nazma Parvin outsider of the Company which was previously owned by Impam Seal Corporation Ltd. represented by Mr. Fujio Iwata and Mr. Higashihira Izumi and it was resolved as under:
“RESOLVED THAT; Transfer of 6964 ordinary shares each from Impam Seal Corporation Ltd. represented by Mr. Fujio Iwata to Mr. Md. Alamgir Kabir and Mr. Higashihira Izumi to Mrs. Nazma Parvin 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.
Impam Seal Corporation Ltd.
Represented by Mr. Fujio Iwata
Mr. Md. Alamgir Kabir
6963
01-6963
100/-
6,96,300/-
02.
Mr. Higashihira Izumi
Mrs. Nazma Parvin
1
6964
100/-
100
Total :
6,964 Shares
Taka 6,96,400/-
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. Higashihira Izumi from the Post of Director as well as Managing Director and Mr. Fujio Iwata from the Post of Director as well as Chairman of the company which will be effective from 27th May 2024:
The Chairman informed the Board about the resignation of Mr. Higashihira Izumi from the Post of Director as well as Managing Director and Mr. Fujio Iwata from the Post of Director as well as Chairman of the company which will be effective from 27th May 2024.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
“RESOLVED THAT; the resignation of Mr. Higashihira Izumi from the Post of Director as well as Managing Director and Mr. Fujio Iwata from the Post of Director as well as Chairman of the company is hereby accepted with effect from the end of the meeting.”
Agenda- No-04: To discuss the appointment of Mr. Md. Alamgir Kabir as Director as well as Managing Director and Mrs. Namza Parvin for the Post of Director as well as Chairman in the Board of Impam Bangladesh Ltd. which will be effective from 27th May 2024:
The Chairman informed the Board about the consent to act as Director and Managing Director by Mr. Md. Alamgir Kabir and Mrs. Namza Parvin for the Post of Director as well as Chairman of the company which will be effective from 27th May 2024.
The board discussed the matter thoroughly and finally, it was resolved unanimously:
“RESOLVED THAT; Mr. Md. Alamgir Kabir has been appointed as Director as well as Managing Director and Mrs. Namza Parvin for the Post of Director as well as Chairman of Impam Bangladesh Ltd. and it has been accepted and approved.”
Agenda No- 05: 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.
√
_______________________
Fujio Iwata
Chairman of the Company