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ABC Company Limited

121/2 Kazi Nazrul Islam Avenue, Dhaka,1208 Phone: (916) 574-7900 Fax: (916) 574-8618 www.abcpharma.bd.org NOTICE OF BOARD MEETING The board of directors of ABC Company Limited here by announces that 3rd quarter meeting of the Board of directors of the Company will be held on 27 March 2012 to consider and approve, among other things, the publication of the announcement of the Companys results for the year ended 31 December 2011 and considering the payment of dividends, if any.

By order of the Board ABC Company Limited Mr. X Chairman signature


Dhaka, 13 March 2012

3rd quarter BOARD MEETING ABC COMPANY BOARD OF DIRECTORS Date: march 27, 2012 Time: 10:00 a.m. Location: Conference Room, 121/2 Kazi Nazrul Islam Avenue, Dhaka, 1208

Meeting Convener: Secretary of ABC Company

ABC Company Limited


121/2 Kazi Nazrul Islam Avenue, Dhaka,1208 Phone: (916) 574-7900 Fax: (916) 574-8618 www.abcpharma.bd.org

Agenda
3rd Quarter Board Of Directors Meeting
Saturday, March 27, 2012 ~ 10:00 AM
I. Attendees 1 2 3 4 5 6 II. Agenda Topics 7 8 9 10 11 12

The agenda of the meeting is as follows 1. Appointment of a management committee & determining overall business and
management policy.

2. Issuances of new shares for the project X. 3. Approving transfer of shares for some major investor of the company. 4. Issuance of debentures for the shortage amount of current capital. 5. Investment of company funds for expanding business in two new city. 6. Appropriation of profit with recommendation of final and declaration of
interim dividend.

7. Adopting annual report of the previous year ended in 31 December 2011. 8. Convening annual general meeting for the year 2012. 9. Framing and approval of company contracts and agreements with standard cartered bank. 10. Review progress and affairs of the company. 11. Conduct an inquiry on the customer demand of new product. 12. Appointment, promotion and dismissal of staff.

The above topics of the agenda will be discussed in the board meeting of ABC company and the following decisions are taken as minutes.

ABC Company Limited


121/2 Kazi Nazrul Islam Avenue, Dhaka,1208 Phone: (916) 574-7900 Fax: (916) 574-8618 www.abcpharma.bd.org Board meeting

Board meeting's means the meeting of the Board of directors. This is purely an in-house event. Directors are the elected representatives of the shareholders and the control and administration of the company affairs are vested them. That requires them to meet from time to time to discuss and decide matters relating to policy and for reviewing its affairs and progress. In this way, they exercise their control over the company and discharge their responsibilities to the shareholders.

Procedures - The procedure at the Board meeting is less formal than the general meetings
and the directors may regulate their own meeting. Articles may also provide for the codes of conduct. But those cannot move past the Act. The directors sit for the Board meeting frequently. However, the new Companies Act - 1994 requires that the Board must meet once in every three months and at least four times a year (sec. 96). The directors may meet more often. But they must meet together as a Board to constitute a valid Board meeting. Also consult 'collective action' at topic 114 in chapter III.

Notice - The Chairman, Managing Director or any director can issue notice calling a
Board meeting. The Company Secretary on the requisition of any one of" the above shall convene a Board meeting. Such a notice under the signature of the Secretary should be qualified by the words: "By order of the Board". A meeting,1 convened by Secretary without authority may, however, be ratified by the directors at the Board meeting. All the directors are entitled to notice of such, meeting at their usual address at a reasonable time with details of the agenda. Notice need not be given to a director who is out of Bangladesh for the time being. Sec. 95 says that notices of Board meetings are to be served to directors residing in Bangladesh only. The length of notice should be reasonable. No such time is prescribed by the Act. Extremely short notice is acceptable if all directors can attend. But if a short notice is issued to exclude a particular director, it will render the meeting void. The notice should mention the day, date, time, place and number of the Board meeting. It should also include the agenda of the meeting.

BOARD MEETING MINUTES

ABC Company Limited


121/2 Kazi Nazrul Islam Avenue, Dhaka,1208 Phone: (916) 574-7900 Fax: (916) 574-8618 www.abcpharma.bd.org The meeting of the Board of Directors of the ABC Company Limited was held at 10:00 a.m., Thursday, March 27, 2012, at 121/2 Kazi Nazrul Islam Avenue, Dhaka, 1208. I. Call to order Mr. Y , Board Chairperson, called the meeting to order at 1:33 . II. Roll call Secretary of the company Mr. X conducted a roll call. The following persons were present. MEMBERS PRESENT: MEMBERS ABSENT: ALSO PRESENT: III. Approval of minutes from last meeting Mr. X read the minutes from the last meeting. The minutes of the February 5, 2012 Board meeting were read & approved. IV. Issues are discussed 1. To ensure an effective management policy, decision made to appoint more HR executive. 2. For a new project X, the company needs to invest 200000 taka which will be collected through issuing new share. 3. One of the major investor company A wants to transfer 50% of its share to company B. This proposal is accepted by the board of director in the meeting. 4. ABC Company faces shortage of liquidity due to lack of sufficient current asset. So ABC company boards decide to issue debenture to cover this lackage. 5. Company wants to expand its business in two new city named F & G. After a discussion this project is accepted & initially it will be done. 6. The net profit of the company in previous year is 20000000 tk. with and it is decided to declare 8% dividend of face value. 7. Adopting annual report of the previous year ended in 31 December 2011.

8. Annual general meeting for the year 2012 is fixed at the date of 25 December. 9. Framing and approval of company contracts and agreements with standard chartered bank. 10. Long discussion is made on the review progress and affairs of the company. 11. Conduct an inquiry on the customer demand of new product. 12. Appointment of new auditor is required for the company. So it will be recruited within one month. V. Adjournment The chairman of the meeting adjourned the meeting at 3.00 p.m.

Minutes submitted by: Mr.Y, Chairman

Minutes approved by: Mr. X, secretary