Act/Law wise: Judgment of Supreme Court of Bangladesh (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 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
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Shamsur Rahman Vs. Zhang Yu & ors | 4 SCOB [2015] HCD 12 |
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
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Engr. Md. Anwar Hossen Vs. Chittagong Club Ltd & ors. | 15 SCOB [2021] HCD 60 |
Sections 95 and 233 |
Companies Act [XVIII of 1994]
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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 |
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 |