Act/Law wise: Judgment of Supreme Court of Bangladesh (AD & HCD)
Companies Act, 1994 | |||
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Section/Order/ Article/Rule/ Regulation | Head Note | Parties Name | Reference/Citation |
Section 2(1)(d), 3(1), 43 and 233 |
Let it be known to all, if it is not already known, that civil Courts of our country are well-competent, and in fact better equipped, to deal with all the provisions of the Companies Act; it would be a misconstruction of Section 2(1)(d) and Section 3(1) of the Companies Act to hold that the civil Court’s door would be available only for those cases for which the Companies Act does not specifically mandate the Company Court to entertain an application. The basis of the above proposition is that there is no expression in Sections 2(1)(d) and 3(1) of the Companies Act by which the jurisdiction of the civil Court has been taken away. And, that is why, this Court on some occasion, but not on regular basis, suggests a petitioner under Section 43 or Section 233 of the Companies Act to approach the civil Court where serious complicated question of facts are involved necessitating recording of testimonies of a number of witnesses. This Court very seldom adopts the aforesaid path only in the rarest of rare cases on the ground of its overwhelmingly over-burdenness of cases; not on the ground that this Court is powerless/incompetent to record oral evidence. ...Engr. Md. Anwar Hossen Vs. Chittagong Club Ltd & ors., (Civil), 15 SCOB [2021] HCD 60 ....View Full Judgment |
Engr. Md. Anwar Hossen Vs. Chittagong Club Ltd & ors. | 15 SCOB [2021] HCD 60 |
Section 11 |
It is undisputed that the writ petitioner Company and respondent No.3 started business jointly in 1979 under the name and style of Rangs Rental Services Ltd. and with the passage of time their business flourished and several other companies were also established with the Trade Marks "Rangs". Subsequently as dispute arose between them over the business matter, a Memorandum of Understanding was signed on 14.04.1992 between the parties and as per terms of Memorandum of Understanding, the companies were divided into 2(two) groups namely, 'Ka' and 'Kha" group and pursuant to the Memorandum of Understanding dated 14.04.1992 two arbitrators were appointed and the arbitrators made an unanimous 'Award' on 16.09.1992 making the division of the companies and the said 'Award' was made Rule of the Court and decreed accordingly by the Subordinate Judge(now Joint District Judge),3rd Court, Dhaka in title Suit No.273 of 1992. Accordingly Rangs Rental Services Ltd. fell in the share of the writ petitioner. Abdur Roiif Chowdhury vs. Rangs Medicine Ltd (M. M. RuhulAmin J) (Civil) 9 ADC 979 |
Abdur Roiif Chowdhury vs. Rangs Medicine Ltd. | 9 ADC 979 |
Section 11(2) |
No Director or Directors are or shall be allowed to form any company with
the word "Rangs" either as a prefix or as a suffix except that
owners/shareholders of Rangs Limited shall be entitled to float a company
under the name and style of "Rangs" etc. Only owners/shareholders of a
company are entitled to float a company under the name that company, no
Director or Directors are or allowed to the same.The Registrar of Joint
Stock Companies Firms can ask any company to change the name and object of
that company as the name of the company has similarly and resemblance with
the name and object of another company which was earlier incorporated.
|
Abdur Rouf Chowdhury-Vs.-Rangs Medicine Ltd. & others | 4 ALR (AD) 209 |
Section 20 & 87(2) |
It is also found that attempts at the EGM held on 20.11.2013 to introduce
changes in Article 14, thereby, facilitating the induction of the
Respondent No.3 as a director, were equally unwarranted in law and
irregular in form. Notably further, this EGM was held upon notice on
10.11.2013 to adopt a special resolution, thereby, falling far short of the
statutory twenty-one days’ notice requirement mandated under Section
87(2) of the Act. That in turn exposes the Company to violation of Section
20 of the Act that authorizes alteration of the Articles by special
resolution but only by necessary adherence to the notice period requirement
of Section 87(2). ...Shamsur Rahman Vs. Zhang Yu & ors, (Civil), 4 SCOB
[2015] HCD 12
|
Shamsur Rahman Vs. Zhang Yu & ors | 4 SCOB [2015] HCD 12 |
Section 28 |
Income Tax Ordinance, 1984
|
Ministry of Finance, Bangladesh =VS= North South University | 16 LM (AD) 63 |
Section 38 |
Discretion as to registration of any transfer of shares implies just and proper consideration of the proposal in the facts and circumstances of the case. Giasuddin Ahmed vs Green Delta Insurance Company Ltd and another 56 DLR (AD) 31. |
Giasuddin Ahmed vs Green Delta Insurance Company Ltd and another | 56 DLR (AD) 31 |
Section 38 |
Section 38 of the Companies Act gives the Court a wide discretion to scrutinize any fraud, error or undue influence or misrepresentation in the matter of transfer of any share and grant relief commensurating with the appropriate possible relief. Ahmed lmpex (Private) Ltd & others vs Moqbul Ahmed and others 56 DLR (AD) 92. |
Ahmed lmpex (Private) Ltd & others vs Moqbul Ahmed and others | 56 DLR (AD) 92 |
Section 38 |
The Court has a wide power to scrutinize any fraud and other matters in
transferring shares.
|
Ahmed Impex (Private) Ltd. -Vs.- Moqbul Ahmed | 3 ALR (AD) 158 |
Section 43 |
The Companies Act 1994
|
Reza Bin Rahman =VS= A.T.G. Mortaza | 7 LM (AD) 8 |
Section 43 |
Rectification of the Register of Member– Proprietary right vested to any member cannot be extinguished or ceased at the instances of an employee like a Secretary of the Club without any approval of the Board of Directors and without giving an opportunity of hearing of the concerned member to make payment of the outstanding amount as guaranteed in Articles 27 and 52 of the Articles of Association. The learned Company Judge of the High Court Division has clearly and specifically failed to appreciate the legal consequences in failing to comply the mandatory provisions of Articles 27 and 52 of the Article of Association wherein it has been contemplated as regard the disciplinary provisions in the Articles of Association. ...Monir Hossain Emon(Md.) =VS= All Community Club Ltd., (Civil), 2021(1) [10 LM (AD) 155] ....View Full Judgment |
Monir Hossain Emon(Md.) =VS= All Community Club Ltd. | 10 LM (AD) 155 |
Section 43 and 44 |
In this case, if the meaning of the word ‘omitted’ is taken as
‘suspended’, then, it shall create a chaos and confusion for the
persons who would approach this Court for striking down/deleting the name
of a person from the Register of the Members of the company in that the
respondent would have the scope to make out a case for suspending the name
instead of omitting it, which this Court cannot do and, in fact, has never
made any order in that direction making the operation, application and use
of the provisions of Section 44 of the Companies Act nugatory. This Court,
in the aforesaid type of scenario, either has rejected the petitioner’s
application for omitting a person’s name from the Members’ Register or
has ordered the company for rectification of the Members’ Register by
omitting the name-in-question from the Members’ Register. So, it is
apparent that the facts and circumstances of the petitioner’s case do not
attract the provisions of Section 43 of the Companies Act. ...Engr. Md.
Anwar Hossen Vs. Chittagong Club Ltd & ors., (Civil), 15 SCOB [2021] HCD
60
|
Engr. Md. Anwar Hossen Vs. Chittagong Club Ltd & ors. | 15 SCOB [2021] HCD 60 |
Sections 81, 85(3) r/w 91(l)(b) & 36 |
Without holding and completion of 9th AGM by electing its Directors of the Board of Directors should not be declared to be illegally done and irh-practible to call the 10th AGM of respondent No. 1 bank, namely, Export-Import Bank of Bangladesh Limited vide "Price Sensitive Information" published in the Daily "Samakal" on 24.04.2009 (Annexure-'H') and Notice of the AGM dated 15.07.2009 (Annexure-'C-2'). Md. Mazakat Ali Harun vs. Export Import Bank (Md. Abdul Wahhab Miah J)(Civil) 9 ADC 779. |
Md. Mazakat Ali Harun vs. Export Import Bank | 9 ADC 779 |
Section 81(2) and 85(3) |
In terms of section 81(2) of the Companies Act the High Court Division while directing the calling of a general meeting of the company may give such ancillary or consequential direction as the Court thinks expedient in relation to the calling, holding and conducting of the meeting and in terms of Section 85(3) the High Court Division while giving an order of calling the meeting may also give such ancillary or consequential direction as it thinks expedient. Bangladesh Bank Vs. Sk. Abul Hossain & Ors 16 BLT (AD)110 |
Bangladesh Bank Vs. Sk. Abul Hossain & Ors. | 16 BLT (AD) 110 |
Section 81(2) and 85(3) |
Power of High Court Division to give direction for holding Annual General
Meeting (AGM.)—
|
Bangladesh Bank Vs. Sk. Abul Hossain and others | 12 MLR (AD) 292 |
Section 81(2) and 85(3) |
A company is a juristic person comprised of its members/share holders, governed by its own Article of Association through the Board of Directors selected/appointed by the Members for taking decisions in the formal meeting in accordance with the Article of Association as well as in accordance with law. So the members/shareholders of a company, whose combined effort, expressed through the Board of Directors is the key stone in running the company. It is the shareholder who can take any decision in respect of management of company through different types of meetings. The appellant company being one of the oldest company of the country, incorporated on 18.11.1959 and being run smoothly since then upon holding all its meetings in accordance with law. Thus it is held that the supreme power being in the hands of the shareholders they can take any decision in respect of running of the company in its meetings and when upon holding the 33rd annual general meeting and all subsequent meetings thereafter, the company took several resolutions approved by all subsequent meetings and the copies of those resolutions upto 38th meeting having already been submitted with the Registrar of Joint Stock Companies now no shareholder can have any grievance against any of such resolutions. .....Mirpur Ceramic Works Limited =VS= Yousuf Ariff Tabani, (Civil), 2018 (2) [5 LM (AD) 77] ....View Full Judgment |
Mirpur Ceramic Works Limited =VS= Yousuf Ariff Tabani | 5 LM (AD) 77 |
Section 85(2)(3) |
If for any reason it is impracticable to call, hold and conduct a meeting
on the happening of any circumstance the Court being satisfied to that
effect to call a meeting in the manner such a meeting is to be called,
could pass an order for holding the meetings to be conducted by a neutral
Chairman even in the absence of an application.
|
United Commercial Bank Ltd vs Jahangir Alam Khan and others | 56 DLR (AD) 76 |
Section 85(2)(3) |
If for any reason it is impracticable to call, hold and conduct a meeting on the happening of any. circumstance the Court being satisfied to that effect to call a meeting in the manner such a meeting is to be called, could pass an order for holding the meetings to be conducted by .a neutral Chairman even in the absence of an application. United Commercial Bank Ltd vs Jahangir Alam Khan and others 56 DLR (AD) 76. |
United Commercial Bank Ltd vs Jahangir Alam Khan and others | 56 DLR (AD) 76 |
Section 85(2) read with Section 85(3) |
Meetings to be conducted by a neutral Chairman.
|
United Commercial Bank Ltd Vs. Jahangir Alam Khan & Ors. | 12 BLT (AD) 213 |
Section 85(3) |
Power of the Company Bench of the High Court Division to give directions in
ancillary matters—
|
Reazaul Karim (Mohd.) and others Vs. ABM Khalecjiizzaman and others | 15 MLR (AD) 369 |
Section 85(3) |
Companies Act, 1994
|
Md. Rafiqul Islam and others -Vs.- Mostafa Jamal Mohiuddin and others | 10 ALR (AD) 300 |
Sections 87(2), 242 r/w section 245 |
Winding up of the Company– It transpires from the materials on record that the Managing Director and some other share-holders were not present in the meeting where decision was taken for winding up of the Company and in the company matter also they were not made parties. It is true that the Chairman of the Company may file an application for winding up of the Company but, here in this case admittedly the Company is a private limited Company owned by six persons. Out of them three persons filed the application for winding up whereas the rest three were not even made parties to the Company Matter. The Managing Director of the Company was made a party but the name of Managing Director was not at all mentioned in the application for winding up of the Company. Appellate Division is further of the view that other share-holders of the Company should be made parties to the company matter to avoid any miscarriage of justice. Accordingly, the impugned judgment and order dated 12-4-2018 as well as order dated 11-12-2018 passed by the High Court Division in Company Matter No.11 of 2018 is hereby set-aside. The High Court Division is directed to dispose of the matter within 3(three) months. .....KV Industries Limited =VS= Md Karim Uddin Bharasha Chairman, (Civil), 2022(1) [12 LM (AD) 348] ....View Full Judgment |
KV Industries Limited =VS= Md Karim Uddin Bharasha Chairman | 12 LM (AD) 348 |
Section 91(1)(b) |
Under the garb of recommendation Board of Directors cannot reject the
candidature of any person for the election to the office of the director of
the Bank.
|
ASF Rahman and another Vs A M Agha Yousuf and others | 20 BLD (AD) 205 |
Section 91 |
Appellants representing majority shares having contested the written objection filed by the respondent No.1 challenging election of Mr A Matin Khan before the Company Judge have locus standi to file the appeal. ASF Rahman and another vs AM Agha Yousuf and others 52 DLR (AD) 127. |
ASF Rahman and another vs AM Agha Yousuf and others | 52 DLR (AD) 127 |
Section 91(1)(b) |
Under the garb of recommendation Board of Directors cannot reject the candidature of any person for the election to the office of the director of the Bank. ASF Rahman and another vs AM Agha Yousuf and others 52 DLR (AD) 127. |
ASF Rahman and another vs AM Agha Yousuf and others | 52 DLR (AD) 127 |
Section 95 |
Temporary Injunction
|
Moharnmad Mohibul Ahsan(Shawart) & Ors. Vs. Ittefaq Group of Publications Ltd. | 7 BLT (AD) 14 |
Section 95 |
It is now a well-defined principle that the Courts are generally reluctant
to interfere with the decisions taken at Company meetings unless there is
almost a manifest breach of Articles or the statutes, because it is the
Company and not the court which is responsible for its management. The High
Court Division was well aware of the legal position and having found that
there was an apparent breach of section 95 of the Act in holding the
meeting on 7.1.1995 granted temporary injunction. The said order of
injunction was found to be inappropriate but the same cannot be a routine
matter to be followed under all circumstances:
|
Mohammad Mohibul Ahsan (Shawan), Director, Ittefaq Group of Publications Ltd. Vs Ittefaq Group of Publications Ltd, represented by Mainul Hossain, Executive Director-I and others | 18 BLD (AD) 207 |
Section 95 |
Dispute relating to matters as contemplated under section 95 being of civil
nature are to be decided by the civil court—
|
Abdul Mohit and others Vs. Social Investment Bank Ltd. and others | 13 MLR (AD) 35 |
Sections 95 and 233 |
Companies Act [XVIII of 1994]
|
Mr. Mohd. Abdul Wadud -Vs.- The Heaven Homes Private Limited represented by its Chairman Mr. Kohd. Abdus Salam and others | 2019 ALR (HCD) Online 382 |
Section 95 |
It is now a well-defined principle that the Courts are generally reluctant to interfere with the decisions taken at company meetings unless there is almost a manifest breach of the Articles or the Statute, because it is the company and not the Court which is responsible for its management. The High Court Division was well aware of the legal position and having found, among others, that there was apparent breach of section 95 of the Companies Act, 1994 in holding the meeting on 7-1-95 granted the temporary injunction. It may be that on an earlier occasion, an order of injunction was found to inappropriate but the same cannot be a routine matter to be followed under all circumstances. .....Mohibul Ahsan (Md) =VS= Ittefaq Group of Publication Ltd. , (Civil), 2022(1) [12 LM (AD) 611] ....View Full Judgment |
Mohibul Ahsan (Md) =VS= Ittefaq Group of Publication Ltd. | 12 LM (AD) 611 |
Section 108 (1)(f) |
The High Court Division correctly held that the Board meetings which could not be called to order due to lack of quorum were 'meetings' in the eye of law and the petitioner's deliberate absence without leave must be treated as 'absence' in those meetings and will attract the mischief of section 108(1)(f) of the Act and his office would fall vacant by operation of law, for which no resolution need be taken, save to record the fact of vacation of the office of the absentee in the minutes and to submit a Form XII to the RJSC and, thereafter, that director will not be entitled to receive any notice of Board meeting or to attend the meeting of the Board. The High Court Division further held that although the impugned Board resolution dated 16.02.2017 has become infructuous because of the order of stay and the subsequent EGM decision dated 17.05.2017, however, the conduct of the petitioner in deliberately absenting himself from three consecutive Board meetings, so that quorum could not be formed and the meetings could not be called to order, amounts to absence without leave in the said Board meetings, within the meaning and for the purpose of section 108 (1)(f) of the Act and the impugned Board resolution dated 16.02.2017 was valid. Such conduct of the petitioner also amounts to breach of his statutory duties and it was clearly prejudicial to the interest of the company inasmuch as a director, by resorting to any tactics or measures whatsoever, cannot lead the company to a situation in which it will become impracticable for the company to call or hold its Board meeting or any other meetings permitted or required by law. We do not find any illegality or infirmity in the impugned judgement and order of the High Court Division. ...Mobarak Hossain(Md.) =VS= SBS Cables Limited, (Civil), 2019 (1) [6 LM (AD) 194] ....View Full Judgment |
Mobarak Hossain(Md.) =VS= SBS Cables Limited | 6 LM (AD) 194 |
Section 115 and 350 |
Companies Act [XVIII of 1994]
|
Reza Bin Rahman and others -Vs.- A.T.G. Mortaza and others | 2019 ALR (AD) Online 101 |
Section 155 |
The Board of Directors of the Company increased the share capital and allotted new shares among the share-holders excepting the petitioners, who are also the existing share-holders of the company, in violation of section 155 read with Regulation 113 of the 1st Schedule of the Companies Act, 1994. .....Shah Mustafa Ragib Shamsad =VS= IBCS-Primax Software (BD) Ltd., (Civil), 2022(1) [12 LM (AD) 247] ....View Full Judgment |
Shah Mustafa Ragib Shamsad =VS= IBCS-Primax Software (BD) Ltd. | 12 LM (AD) 247 |
Section 185(2) |
Upon hearing both sides, by the impugned judgment, the High Court Division made the Rule absolute upon finding that BCIC is selling urea fertilizer at Tk. 10,000/- per metric ton and showing in the balance sheet sale price of Tk.8,000/- per metric ton; that the balance sheet, therefore, does not reflect the true and correct picture of the profit and/or of loss of the company and section 185(2) of the Companies Act is being violated at the time of preparation of the balance sheet; that if the BCIC prepares an untrue and unfair balance sheet of ZFCL, the workers would be deprived of getting their due share from the profit of the workers participatory fund. BCIC vs. Zia Fertilizer Company Limited (Muhammad Imman li J)(Civil) 8 ADC 567 |
BCIC vs. Zia Fertilizer Company Limited | 8 ADC 567 |
Section 193 |
Nowhere in section 193 of the Act any power has been given to the Registrar to resort to a procedure of hearing of the parties on the application of a person be it a Director or the Managing Director to investigate as to whether he/she was removed lawfully or in violation of section 106 of the Act as the Director or the Managing Director of the company or for that matter to re-instate him/her in his/her said position in the company. A statutory functionary cannot assume a jurisdiction which is not vested in it by the statute. Ms. Ok-Kyang Oh vs. Tea Hung Packaging (BD) Ltd (Md. Abdul Wahhab Miah J) (Civil) 10 ADC 500. |
Ms. Ok-Kyang Oh vs. Tea Hung Packaging (BD) Ltd. | 10 ADC 500 |
Section 193 |
Now, we are to see as to whether the Registrar had any authority to entertain the application and assume the jurisdiction to conduct a hearing on the same within the meaning of sub-section (6) of section 193 of the Act or whether any burden was explicitly put on the Registrar to afford the company concerned a right to be heard if the affairs of the company were not being managed in accordance with the provisions of the Act and whether the Registrar was authorized to investigate as to whether the appellant was removed from the office of the Director lawfully or in contravention of section 106 of the Act as formulated in point Nos. 1 and 2 of the leave granting order; to decide the above points we feel it necessary to consider section 193 of the Act in its entirety which reads as follows. Ms. Ok-Kyung Oh vs. Tea Hung Packaging (BD) (Md. Abdul Wahhah Miah J)(Civil) 9 ADC 472. |
Ms. Ok-Kyung Oh vs. Tea Hung Packaging (BD) | 9 ADC 472 |
Section 193 |
In exercising power under section 193 of the Act in certain matters the
Registrar is required to perform quasi-judicial function and is authorized
to make some investigation as may be found necessary for discharging his
duties including the right of hearing before imposing fine to negligent or
defaulting companies, also by engaging section 397, read with section 393
of the Act, to lodge complaints in appropriate Court against those who make
false statements through documents required by or for the purpose of any
provision of the Act, but such quasi-judicial power in no way can be
stretched to conduct a hearing as to the managing directorship of the
Company which is the domain only of a competent Court.
|
Ok-Kyung Oh vs Tae-Hung Packaging (BD) Ltd. | 17 BLC (AD) 1 |
Section 193 |
The Appellate Division held that in exercising power under section 193 of
the Act in certain matters the Registrar is required to perform
quasi-judicial function and is authorized to make some investigation as may
be found necessary for discharging his duties including the right of
hearing before imposing fine to negligent or defaulting companies, also by
engaging section 397 read with section 393 of the Act, to lodge complaints
in appropriate Court against those who make false statements through
documents required by or for the purpose of any provision of the Act, but
such quasi-judicial power in no way can be stretched to conduct a hearing
as to the managing directorship of the Company which is the domain only of
a competent Court, so the Registrar acted beyond his statutory power in
issuing the impugned notice vide annexure-'K' to the writ petition asking
the writ petitioners to participate in the hearing on the re-instatement of
the appellant as Managing Director of the Company.
|
Ms. Ok-Kyung Oh, Dhaka. -Vs.-TeaHung Packaging (BD) Ltd and others | 4 ALR (AD) 13 |
Sections 210(7) & 233 |
The provisions of appointing auditors in the Annual General Meeting is for
prospective auditing of a Company when the minority share–holders apply
under section 233 of the Companies Act, the Court has inherent power to
make alternative arrangements for appointment of Auditors for past years,
if no auditing has taken place.
|
Faruk (Md) vs Abdul Hamid and others | 51 DLR (AD) 48 |
Section 233 |
It was stated that following the signing of the said shareholders' agreement affairs of the company was run by respondent No.4 as majority shareholder and was also holding the post of Managing Director of the company. H.B.M. Iqbal vs. Md. Shirajul Islam (Md. Abdul Matin J) (Civil) 6 ADC 565 |
H.B.M. Iqbal vs. Md. Shirajul Islam | 6 ADC 565 |
Section 233 |
The High Court Division, after hearing the applications analogously, by common judgment, allowed the applications and cancelled the respective debentures as being void holding, amongst others, that (a) A member has an interest in maintaining the value of his share and he may bring himself within section 233 if he can show that the value of is shareholding is seriously diminished or jeopardized by reason of conduct of those having defact control of the company which is unfair to the member concerned. A member has an interest in competent management of a company, its profitability, dividend policy which will have effect on his financial interest as a shareholder and on the value of his shares. People's Republic vs. Dr. A.B.M. Safdar (Md. Tafazzul Islam J) (Civil) 9 ADC 901. |
People's Republic vs. Dr. A.B.M. Safdar | 9 ADC 901 |
Section 233 |
A minority share holder can petition the Court for relief if there has been
fundamental breach of the rules and where the majority endeavoring directly
or indirectly to appropriate to themselves money, property or advantages
which belonged to the company.
|
Syed Al Nesar Ahmed, MD, United Food Complex Ltd vs Nafisa Choudhury and others | 5 DLR (AD) 83 |
Section 233 |
A remedy under section 233 can be given only if the directors have acted in breach of duty or if the company has breached any of its articles or any relevant agreement. Nahar Shipping Lines Ltd and anr vs Homera Ahmed and others 56 DLR (AD) 36. |
Nahar Shipping Lines Ltd and anr vs Homera Ahmed and others | 56 DLR (AD) 36 |
Section 233 |
In the instant case the respondent No.l, who was a director as well as a
joint signatory for operating the bank accounts of the company, also had a
legitimate expectation to remain as such and moreover, his investment in
the Company has been struck off because of his removal from directorship of
the company and no opportunity at all was given to the respondent No.l to
remove his capital upon reasonable terms and, as under section 233, the
Court in a fit case may pass appropriate order and accordingly, the High
Court Division gave direction upon the appellant Nos. 2 and 3 to purchase
the shares of the respondent No.l.
|
HBS Association (Pvt) Ltd vs Professor Shahabuddin Khaled Chowdhury | 11 BLC (AD) 67 |
Section 233 |
The High Court Division has also considered the submission, as advanced by the learned Advocate for the respondent that, section 233 of the Act protects the interest quo member. But, the question whether such interest shall refer only to the direct interest of a member or to ultimate interest to see that the company is being managed properly and as per law was neither agitated nor decided in the aforesaid decisions referred to by the learned advocate for the respondent. A Member’s interest, in my considered opinion, is not confined only to his individual interest. But shall extend to his ultimate interest as well and in his inter-est to ensure that the company is being managed and run properly, profitably and in compliance with the provisions of law. Once the complaining share holder is able to show mismanagement of the affairs of the company, resulted either from non-compliance of law or otherwise, a petition under section 233 of the Act is maintainable and the court may pass appropriate order to undo the wrong resulting from non-compliance of the provisions of the Act or of the Articles of Association. Otherwise, the purport and the legislative intent in incorporating section 233, in the Companies Act, will be frustrated. The sprit of section 233 is to be considered to ensure corporate governments as well and to require fairness in managing the affairs of the company by the Board of Directors or majority share-holders. Mr. Mohd. Abdul Wadud -Vs.- The Heaven Homes Private Limited represented by its Chairman Mr. Kohd. Abdus Salam and others. (Spl.Original) 2019 ALR (HCD) Online 382 ....View Full Judgment |
Mr. Mohd. Abdul Wadud -Vs.- The Heaven Homes Private Limited represented by its Chairman Mr. Kohd. Abdus Salam and others | 2019 ALR (HCD) Online 382 |
Section 233 |
To protect the interest of the minority shareholders of the company–– It appears that the High Court Division was satisfied that there was total mismanagement of the affairs of the company which were being conduct¬ed in a manner prejudicial to the interest of the respondents and by the impugned order sought to protect the interest of the minority shareholders of the company and other respondents were directed to transfer the disputed share in terms of Article 5 of the shareholders agreement. ––Appellate Division finds no illegality in the order calling for interference by this court and accordingly the leave petition is dis¬missed. .....H.B.M. Iqbal =VS= Md. Shirajul Islam, (Civil), 2023(1) [14 LM (AD) 494] ....View Full Judgment |
H.B.M. Iqbal =VS= Md. Shirajul Islam | 14 LM (AD) 494 |
Section 233 |
Under section 233 of the Companies Act, 1994 for protection of the interest
of the minority share-holders– The learned advocate for the leave
petitioners expressed that his clients, however, are not interested to
continue with their membership in the company and, as such, the other
share-holders of the company may buy off their shares at the rate of the
value of each share as was prevailing prior to 15-9-2017. The learned
advocate for the respondents, under such circumstances, having received
instructions from his clients submits that the respondents are ready to
accept the offer.
|
Shah Mustafa Ragib Shamsad =VS= IBCS-Primax Software (BD) Ltd. | 12 LM (AD) 247 |
Section 233 |
The protection of the interest of the minority share holder– The court
held that the present legislation i.e. the Companies Act 1994 has given
wider power to the court under section 233 for the protection of the
interest of the minority share holder. A minority share holder can petition
the Court for relief if his or their interest are unfairly prejudiced by
the manner in which their company’s affairs are conducted and if the
members do not follow the procedure prescribed by articles and if there has
been fundamental breach of the rules and where the majority endeavouring
directly or indirectly to appropriate to themselves money, property or
advantages which belonged to the company or in which the other shareholders
are entitled to participate.
|
Syed Al Nesar Ahmed =VS= Nafisa Choudhury | 12 LM (AD) 573 |
Section 233 |
The provisions of appointing auditors in the annual general meeting is for prospective auditing of a company. When the minority shareholders apply under section 233 of the Companies Act, the Court has inherent power to make alternative arrangements for appointment of Auditors for past years if no auditing has taken place. .....Faruk (Md) =VS= Abdul Hamid, (Civil), 2022(1) [12 LM (AD) 582] ....View Full Judgment |
Faruk (Md) =VS= Abdul Hamid | 12 LM (AD) 582 |
Sections 241, 242 and 331 |
The contention that decree obtained by the respondent No. l was not capable
to execution and the process of realisation of the debt has become barred
by law and 33 such order of winding up and liquidation of the company was
not legally maintainable is of no substance since no such contention was
taken before the High Court Division nor any particulars has been placed
before the Appellate Division to substantiate the aforesaid contention.
|
Dockyard and Engineers Ltd vs Bangladesh Shilpa Rin Sangstha and others | 10 BLC (AD) 131 |
Section 241 |
The High Court Division was very much conscious of the broad fact of huge
loan liabilities of the Company and was on the view that the same has to be
put at halt and also considering the provision of Section 241(v)(vi) of the
Companies Act deemed it just and equitable that the Company should be
ordered to be wound up. Accordingly, allowed the application for winding up
of the Company and appointed official receiver as the liquidator and passed
other incidental orders.
|
Prime Finance and Investment Ltd vs Delwar H Khan | 15 BLC (AD) 170 |
Section 397 |
On the face of such statement made in the petition of complaint it cannot be said at this stage before recording evidence of the parties that the proceeding is an abuse of the process of the court or is, therefore, liable to be quashed under section 561A of the Code of Criminal Procedure. In such premises the High Court Division passed the impugned judgment and order and discharged the rule. Mahabubul Goni vs The State (Amirul Kabir Chowdhury J) (Criminal) 3 ADC 660 |
Mahabubul Goni vs The State | 3 ADC 660 |
Companies Act |
Income Tax Ordinance, 1984
|
S. Alam Beg Manufacturing Mills Ltd. =VS= Ministry of Finance, BD | 14 LM (AD) 344 |