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20230925_CNTX_Ringkasan Risalah//Risalah RUPS_31422680_lamp3.pdf
RUPS minutes Needs review CNTXSource file signed link, expires in 15 minutes
Extracted text 4
Page 1 OCR 0.945
NOTARIS IRENE YULIA, SH. Jl. Boulevard Timur Raya Auto SV. Blok CA No. 12 Kelapa Gading Permai Telp. 4528757 Jakarta Utara STATEMENT Number: 1960/NOT/IY/IX/2023 -The undersigned: Irene Yulia Sarjana Hukum, Notary in Jakarta, having his offices at Auto SV Block CA, Jl. Boulevard Timur Raya No. 12, Kelapa Gading, North Jakarta, -hereby states: A. that today, Friday, 22 September 2023, at the Factory of the Company, Cenderawasih Room, Jalan Raya Bogor Km 27, Ciracas, East Jakarta 13740, an Annual General Meeting of Shareholders and an Extraordinary General Meeting of Shareholders of “PT. Century Textile Industry Tbk” abbreviated “PT. Centex Tbk”, a company established under the laws of the Republic of Indonesia, having its domicile in East Jakarta and its address at Jl. Raya Bogor Km 27, RT 005, RW 003, Kelurahan Ciracas, Kecamatan Ciracas, East Jakarta (hereinafter “PT. Century Textile Industry Tbk” abbreviated PT. Centex Tbk” will be referred to as the “Company”, the Annual General Meeting of Shareholders of the Company will be referred to as the “AGM” and the Extraordinary General Meeting of Shareholders of the Company will be referred to as the “EGM”) were convened, B. that the guorums for the AGM and EGM as respectively reguired in paragraph 23.1.a of Article 23 and paragraph 26.1 of Article 26 of the Articles of Association of the Company have been assembled, hence the AGM and EGM were lawfully constituted and were entitled to adopt valid and binding resolutions with regard to the matters discussed at such AGM and EGM, C. that the minutes of the AGM and EGM are set forth in my notarial deed, respectively number 10 and 11, both dated today: and D. that the AGM and EGM have adopted the following valid resolutions: AGM First agenda item: 1. The Annual Report of Company was approved and the Financial Statements of the Company and the Report on the Supervisory Duties of the Board of Commissioners of the Company, all for the accounting year ended on 31 March 2023 were ratified. 2. Full acguittal and discharge were given to the members of the Board of Directors of Company for all their managerial actions and the performance of their authorities and to the members of the Board of Commissioners of the Company for their performance of the supervisory actions during the accounting year ended on 31 March 2023, to the extent such actions are reflected in the approved Annual Report of the Company and in the ratified Financial Statements of the Company. Second agenda item: It was determined that for the accounting year ended on 31 March 2023 there is no distribution of dividends to the shareholders of the Company.
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Third agenda item: With reasons to avoid the possibility of the Company shall hold a General Meeting of Shareholders to designate a firm of public accountant who differ from firm of public accountants who have been directly designated in the AGM, which is caused by changes in the firm of public accountants for unforseen reason, the Board of Commissioners of the Company was authorized by the AGM: IG to designate a Firm of Public Accountants who is registered with the Financial Services Authority (OJK) to audit the books of the Company ending on 31 March 2024, provided that such firm of public accountants must be independent and having a good reputation, and to determine the honorarium of such Firm of Public Accountants and other terms of their designation. Fourth agenda item: 1. It was approved to re-appoint: - Mr. Toshiyuki Takahashi as the President Director of the Company: - Mr. Muljadi Budiman as the Vice President Director of the Company: - Mr. Tomoaki Nakajima as a Director of the Company, - Mr. Teh Hock Soon as a Director of the Company, - Mr. Suhardi Budiman as the President Commissioner of the Company: - Mr. Kazuhiko Shiomura as a Commissioner of the Company, and - Mr. Satryo Soemantri Brodjonegoro as the Independent Commissioner of the Company, -all for the term of offices effective as of the closing of the AGM. It was approved to appoint Mr. Masamitsu Kamada as a Director of the Company, effective as of the closing of the AGM. It was confirmed that the compositions of the Board of Directors and the Board of Commissioners of the Company for the term of offices effective as of the closing of the AGM until the closing of the fourth subseguent Annual General Meeting of Shareholders of the Company following the AGM are as follows: Board of Directors: -President Director : Mr. Toshiyuki Takahashi, -Vice President Director : Mr. Muljadi Budiman, -Director : Mr. Tomoaki Nakajima, -Director : Mr. Teh Hock Soon: and -Director : Mr. Masamitsu Kamada, Board of Commissioners: -President Commissioner — : Mr. Suhardi Budiman, -Commissioner : Mr. Kazuhiko Shiomura: and -Independent Commissioner : Mr. Satryo Soemantri Brodjonegoro, -provided that a General Meeting of Shareholders of the Company is entitled to discharge each member of the Board of Directors and/or the Board of Commissioners of the Company at anytime for any reasons in accordance with the prevailing rules and regulations. In connection with the composition of the Board of Directors and the Board of Commissioners of the Company referred to above, power of attorney was conferred on the Board of Directors of the Company and/or Mr. Wawan Sunaryawan, SH, either jointly as well as individually to state part or all resolutions adopted in the fourth agenda of the AGM in the Indonesian and/or English language in a notarial deed in front of a Notary and to notify such compositions of the Board of Directors and the Board of Commissioners of the Company as resolved in the fourth agenda
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3 of the AGM to the Minister of Laws and Human Rights of the Republic of Indonesia and to make any amendments and/or additions to such notarial deed, if reguired by the competent authorities and to perform any and all other actions necessary for the said purposes. -This power of attorney is granted with the following provisions: a. this power is granted with the right to delegate this power to other party, b. this power shall be effective as of the closing of the AGM, and Cc. the AGM agrees to ratify all acts performed by the attorney by virtue of this power of attorney. Fifth agenda item: 1. The Board of Commissioners of the Company was authorized to determine the salaries and allowances for the members of the Board of Directors of the Company for the accounting year ending on 31 March 2024. It was determined that the remuneration for the members of the Board of Commissioners of the Company in the aggregate amount of Rp12,000,000.00 (twelve million Rupiah) gross per annum, effective as of 1 April 2023 and the Board of Commissioners of the Company was authorized to determine the allocation thereof. EGM Subject to the approval of the Minister of Law and Human Rights of the Republic of Indonesia (“MOL”), the removal of yarn spinning business activities in the provisions concerning the Purposes and Objectives and Business Activities of the Company was approved, and therefore Article 3 of the Company's Articles of Association is amended, which in its entirety then becomes as follows: Objectives and Purposes and Business Activities Article 3 3.1. The objectives and purposes of the Company are to be engaged in the field of industries weaving and cloth refinement. 3.2. To achieve the abovementioned objectives and purposes, the Company may perform the following business activities: (a) to engage in the industry of weaving thread into cloth using a loom or other loom (Indonesian Standard Classification of Business Fields: 13121), (b) to engage in the industry of clothes refinement, including bleaching, dyeing and other finishing of cloth (Indonesian Standard Classification of Business Field: 13132), and (c) to market and sell the products referred to in letters (a) and (b) above, both domestic and export. Power of attorney was conferred on the Board of Directors of the Company or Mr. Wawan Sunaryawan, SH to state the amendments to the provisions of the Company's Articles of Association as resolved in item 1 above, to make any amendments and or additions as deemed necessary by the Board of Directors, and to restate other provisions in the Company's Articles of Association which are not amended in a deed in front of a notary and to do all reguired actions for the purpose of application for obtaining approval on the amendments to Article 3 of the Company's Articles of Association to MOL and to make any amendments and or additions thereto, if reguired by the competent authorities.
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-This power of attorney is granted with the following conditions: 1. this power is granted with the right to delegate this power to other persons, 2. this power shall be effective as of the closing of the EGMj and 3. the EGM agrees to ratify all acts performed by the attorney by virtue of thi power of attorney. Thus, this statement is made to be used properly.
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13 Sep 2026 17:27
no RUPS minutes content - likely misclassified