Date: 20th January, 2022
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 13th February 2022 at 11 A.M. at House # 01, Road # 11, Block # J, Baridhara, Dhaka, PO: 1212, 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. Md. Rakibul Hasan to Mr. Kinya Miyakawa and Mr. Naoki Shimamura; and
Any other matters with the permission of the Chair.
All Members are requested to attend the meeting.
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_________________________
Md. Rakibul Hasan
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. Masaji Kaba
Chairman
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02.
Mr. Md. Rakibul Hasan
Managing Director
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03.
Ryunosuke Shimamura
Nominee Director of
CMSS Co., Ltd.
Director
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04.
Mr. Kinya Miyakawa
On Special Invitation
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05.
Mr. Naoki Shimamura
On Special Invitation
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Mr. Masaji Kaba, 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 Mr. Md. Rakibul Hasan to Mr. Kinya Miyakawa and Mr. Naoki Shimamura:
The Chairman informed that Mr. Md. Rakibul Hasan existing shareholders gave notice for sale his total 500 (Five 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 out of the above offer being the existing shareholder of the Company expressed their inability to subscribe for 500 Nos. of shares through letters. They denied accepting 500 Nos. of shares and simultaneously they have expressed their no objection regarding offering these 500 numbers of ordinary shares of Taka 100 each to the outside shareholders of the Company.
Hence, that Mr. Kinya Miyakawa and Mr. Naoki Shimamura outside shareholders of the Company have expressed their interest to purchase these shares i.e., 500 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.
Mr. Kinya Miyakawa
200
20,000
2.
Mr. Naoki Shimamura
300
30,000
Total
500
50,000
Mr. Md. Rakibul Hasan agrees to sell his 500 ordinary shares to Mr. Kinya Miyakawa and Mr. Naoki Shimamura (Outside corporate shareholder of the Company) and Mr. Kinya Miyakawa and Mr. Naoki Shimamura agrees to buy the said 500 shares from Mr. Md. Rakibul Hasan on consideration of the face value of the said shares.
Mr. Kinya Miyakawa and Mr. Naoki Shimamura who have attended the meeting confirmed their acceptance to buy the shares as mentioned above during the meeting.
After threadbare discussion, the Board of Directors approved the transfer of 500 ordinary shares of Tk. 100 each by sale to Mr. Kinya Miyakawa and Mr. Naoki Shimamura outside shareholder of the Company which was previously owned by Mr. Md. Rakibul Hasan and it was resolved as under:
“That, transfer of 500 ordinary shares each from Mr. Md. Rakibul Hasan to Mr. Kinya Miyakawa and Mr. Naoki 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
1.
Mr. Md. Rakibul Hasan
Mr. Kinya Miyakawa
200
2.
Mr. Md. Rakibul Hasan
Mr. Naoki Shimamura
300
Total
500
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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_______________________
Masaji Kaba
Chairman of the Company