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20230925_CNTX_Ringkasan Risalah//Risalah RUPS_31422680_lamp5.pdf
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SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
and
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT. CENTURY TEXTILE INDUSTRY TBK ABBREVIATED PT. CENTEX TBK
In compliance with the provision of paragraph (1) of Article 49 of the Regulation of the Indonesia
Financial Services Authority (Otoritas Jasa Keuangan/OJK) Number 15/POJK.04/2020 regarding the Plan
and Implementation of General Meeting of Shareholders of Public Companies (“FSA Regulation
15/2020”), PT. Century Textile Industry Tbk abbreviated PT. Centex Tbk, 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 (the “Company”) makes a summary of the Minutes of the Annual General Meeting of
Shareholders (AGM) and of the Extraordinary General Meeting of Shareholders (EGM) of the Company.
In this summary of the minutes, Meetings means the AGM and the EGM of the Company.
This Summary of the Minutes of the Meetings contains information in accordance with the provision of
paragraph (1) of Article 51 of the FSA Regulation 15/2020.
A. Day, date, venue, time and agenda items of the Meetings
The day and date of the Meetings is Friday, 22 September 2023 and the venue of the Meetings is at the
Company’s Factory, Cenderawasih Room, Jalan Raya Bogor Km 27, Ciracas, East Jakarta 13740
Time of Meetings:
AGM : from 09:35 until 10:05 West Indonesia Time.
EGM : from 10:11 until 10:20 West Indonesia Time.
Agenda items of the AGM:
1. Approval of the Annual Report of the Company for the accounting year ended on 31 March 2023
and ratification of the Financial Statements of the Company and the Report on the Supervisory
Duties of the Board of Commissioners of the Company for the accounting year ended on
31 March 2023.
2. Determination that for the accounting year ended on 31 March 2023 there will be no distribution
of dividends to the shareholders of the Company.
3. Delegation of designation of a Firm of Public Accountants to audit the books of the Company for
the accounting year ended on 31 March 2024 and determination of the honorarium of such Firm
of Public Accountants to the Board of Commissioners of the Company.
4. Re-appointments and appointment of members of the Board of Directors and the Board of
Commissioners of the Company.
5. Determination of salaries and allowances of members of the Board of Directors and the Board of
Commissioners of the Company.
B. Members of the Board of Directors and the Board of Commissioners of the Company attending the
Meetings
Board of Directors:
- President Director : Toshiyuki Takahashi;
- Vice President Director : Muljadi Budiman; and
- Director : Tomoaki Nakajima.
Board of Commissioners:
- Independent Commissioner : Satryo Soemantri Brodjonegoro.
C. Number of shares with legal voting rights whose holders/owners were present and/or represented by
their proxies in the Meeting and its percentage of the total number of shares with legal voting
rights, namely 200,000,000 (consisting of 70,000,000 series A shares and 130,000,000 series B
shares)
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The number of shares whose holders/owners or their proxies were present or represented at the
Meetings are 51,559,200 (fifty-one million five hundred fifty-nine thousand and two hundred) series A
shares and 130,000,000 (one hundred and thirty million) series B shares or 90.78% (ninety point seven
eight percent) of all of the issued shares of the Company.
D. Giving the opportunity to ask questions and/or give opinions related to the agenda items of the
Meetings
At each end of the discussion of each of the agenda item of the Meetings, the Chairman of the
Meetings provided an opportunity to the shareholders or their legal proxies who attended the Meetings
to ask questions and/or give comments.
E. The number of shareholders who asked questions and/or gave opinions related to the agenda items
of the Meetings
There was no shareholder or proxy of shareholder who raised questions and responses in all agenda
items of the Meetings.
F. Meetings decision-making mechanism
In accordance with paragraph 23.8 of Article 23 of the Company’s Articles of Association which is
also set out in the Procedural Rules for the Meetings distributed to the shareholders and their proxies
attending the Meetings, the adoption of resolutions were done by deliberation to reach consensus. In
case consensus is not reached, the resolutions shall be adopted by voting based on the affirmative
votes of more than 1/2 (half) of the total number of votes legally cast in the AGM for all of the
resolutions of the AGM, whereas for the EGM, resolutions shall be adopted by voting based on the
affirmative votes of more than 2/3 (two third) of the total number of votes legally cast in the EGM.
G. Results of voting for the resolutions of the Meetings
Because there are no shareholders or proxies of shareholders who do not approve or cast a blank vote
for the proposed resolutions in all the agenda items of the Meetings, no voting was conducted.
H. Resolutions of the Meeting
Resolutions of the 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 acquittal 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.
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:
1. 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
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2. 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.
2. It was approved to appoint Mr. Masamitsu Kamada as a Director of the Company, effective as of
the closing of the AGM.
3. 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 subsequent 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.
4. 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 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 required 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
c. 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.
2. 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,
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effective as of 1 April 2023 and the Board of Commissioners of the Company was authorized to
determine the allocation thereof.
EGM
1. 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.
2. 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 required 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 required by the competent authorities.
-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 EGM; and
3. the EGM agrees to ratify all acts performed by the attorney by virtue of this power of
attorney.
Thus, this Minutes of the Meeting is made in accordance with the provision of paragraph (1) Article 51 of
FSA Reg. 15/2020.
In compliance with the provisions of paragraph (4) and (5) of Article 68 of Law No. 40 Year 2007
regarding Limited Liability Companies, it is herewith also announced that the Statements of Financial
Position, the Statements of Comprehensive Income and Statements Cash Flows of the Company for the
period ended on 31 March 2023 which was ratified in the first agenda item of the Meeting is the same as
that was published in the daily newspapers Media Indonesia and Kontan on 28 July 2023.
Jakarta, 25 September 2023
Board of Directors of the Company
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