Escolar Documentos
Profissional Documentos
Cultura Documentos
Ittefaq Group of publications Limited & others vs. Arab Bangladesh Bank Limited
Moksudur Rahman, Son of late Al-haj Syedur Rahman and another vs. Bashanti
Abu Taher vs. Nur Mohammad and others (civil) 53 DLR (AD) (2001) ............... 5
Syed Al Nesar Ahmed, MD, United Food Complex Ltd. vs. Nafisa Choudhury and
Nafisa Choudhury vs. United food complex Ltd. And another 53 DLR HD 2001 ... 6
Abdul Muhit and others vs. social investment Bank (SIBL) and others (statutory)
ASM Shamsul Islam Rashedi vs. Satellite Fishing Ltd and Others. 54 DLR 2002
HD ........................................................................................................... 7
Shahadat Hossain (Md) vs. Base Textile Ltd. 54 DLR 2002 HD ......................... 7
Faruk (Md) vs. abdul Hamid and others 51 DLR AD 1999 ................................ 8
Matiur Rahman (Md) vs. Dhaka Stock Exchange Ltd nad another 51 DLR 1999
HD ........................................................................................................... 8
Ibrahim Cotton Mills Ltd. And others vs. Chittagong Chamber of Commerce and
Gaisuddin Ahmed vs. Green Delta Insurance Company Ltd. And another 56 DLR
AD 2004 ................................................................................................... 9
Ahmed Impex (private) Ltd. & others vs. Moqbul Ahmed and Others 56 DLR AD
2004 ........................................................................................................ 9
United Commercial Bank Ltd. vs. Jahangir Alam khan and others 56 DLR AD
2004 ........................................................................................................ 9
Nahar Shipping Lines ltd and anr vs. Homera Ahmed and others 56 DLR AD 2004
............................................................................................................. 10
Ambala Cold Storage (Pvt) Ltd vs. Prime Insurance Co.Ltd. 56 DLR HD 2004 .. 10
Abdul Mohit vs. Social Investment Bank Ltd 61 DLR AD 2009 ........................ 10
Asf Rahman and another vs. AM Agha Yousuf and others [52 DLR (AD) 2000] . 11
Giasuddin Ahmed vs. Green Delta Insurance Company Limited and another [52
Akm Abdul Latif vs Banani Metal Limited, and others [52 DLR 2000 HD] ......... 12
Ahsan Karim Jinnah vs Meghna Insurance Company Limited and others [52 DLR
Tahmid Ahmed vs Jalaluddin Jaffar Ali Hussain [52 DLR 2000 HD] ................ 13
Tanveerul Haque vs Unister Shipping Limited and others. [52 DLR 2000 HD]... 13
ABS Safdar and ors vs Peoples Republic of Bangladesh and others [52 DLR 2000
HD] ........................................................................................................ 13
Nahar Shipping Lines Limited and anothers vs Homera Ahmed and others. [52
MA Gafur vs. Registrar of joint stock companies and Firms 64 DLR HD 2012 ... 15
Sayem Sobhan vs. Registrar of Joint Stock Companies & Firms 66 DLR HD 2014
............................................................................................................. 16
Moinuddin Hasan Rashid vs. Registrar, Joint Stock Companies and Firms 67 DLR
HD 2015 ................................................................................................. 16
Gafur (M.A) vs. Registrar of Joint Stock Companies and Firms, TCB and Others
Quasem (M.A.), Members of MAQ Paper Industries Ltd. Vs. The Registrar of Joint
Stock Companies and Firms and Others. 19 MLR (HCD) 2014 (Vol. XlX).......... 17
Ittefaq Group of publications Limited & others vs. Arab Bangladesh Bank
Limited & others (Civil) 50 DLR (HD) (1998)
Principle: Section 89 (3) The provision of law that until the contrary is
proved a meeting of the Directors of a company shall be deemed to have
been duly called will be of no avail without the foundation of minutes of
the meeting which is yet to be produced.
Abu Taher vs. Nur Mohammad and others (civil) 53 DLR (AD) (2001)
Principle: Section 38: In the absence of any definite statement from the
respondent about the delivery of the share certificate, and in view of the
documents on record admitting that the share certificate was not
delivered to the company or to respondent No.2, it cannot be accepted
that the share certificate was in fact handed over to the company or to
respondent no.2.
Syed Al Nesar Ahmed, MD, United Food Complex Ltd. vs. Nafisa
Choudhury and Others (Civil) 53 DLR (AD) (2001)
Principle: Section 233: A minority share holder can petition the court for
relied if there has been fundamental breach of the rules and where the
majority endeavoring directly or in directly to appropriate to themselves
money, property or advantages which belonged to the company.
Nafisa Choudhury vs. United food complex Ltd. And another 53 DLR HD
2001
Principle: Section 233: This court has the power to give direction for
protection of the interest of the minority. The word interest has been used
in various legislation, in various senses. In the present context, it need
not, however be only the possibility of pecuniary advantages, it may
equally be the likelihood of a pecuniary loss.
Principle: section 233: The Court can make any just order beyond the
relief sought for, to bring the affairs of the company to its right track to
safeguard the interest of the minority share holders.
Abdul Muhit and others vs. social investment Bank (SIBL) and others
(statutory) 54 DLR 2002 HD
Principle: Section 2(d) & 3(1): The company court has a special
company jurisdiction and that jurisdiction has to be found from specific
provisions of the Act.
Matiur Rahman (Md) vs. Dhaka Stock Exchange Ltd nad another 51 DLR
1999 HD
Ahmed Impex (private) Ltd. & others vs. Moqbul Ahmed and Others 56
DLR AD 2004
Principle: 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
commensuration with the appropriate possible relief.
United Commercial Bank Ltd. vs. Jahangir Alam khan and others 56 DLR
AD 2004
Principle: 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.
Ambala Cold Storage (Pvt) Ltd vs. Prime Insurance Co.Ltd. 56 DLR HD
2004
Principle: Section 241 & 242 with 245 : The concern as to protecting
goodwill of a company as well as interests of all other share-holders has
concomitantly led to the development of substantial jurisprudence
endorsing the view that even admission of winding up applications are to
be granted sparingly and not as a matter of rule.
Principle: Sections 81(2) & 85(3): The High court Division while
directing the calling of a general meeting 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 Divison while giving order of calling the meeting may
also give such ancillary or consequential direction as it thinks expedient.
Asf Rahman and another vs. AM Agha Yousuf and others [52 DLR (AD)
2000]
Principle: Section 38: A company in its article may provide the Board of
Directors with the power to refuse registration of transfer of any shares.
Akm Abdul Latif vs Banani Metal Limited, and others [52 DLR 2000 HD]
Principle: Section 152 & 163: The respondent Company not being a
financial institution cannot take money as loan and give interest there on.
Under the company law if money is required it may take it by the way of
issuing debenture and pay interest etc.
Section 81 (2) & 85 (3): The omission of notifying a director about the
holding of a Board meeting invalidates the proceedings and such meeting
of directors cannot be said to have been duly convened in the absence of
service of notice.
Tanveerul Haque vs Unister Shipping Limited and others. [52 DLR 2000
HD]
ABS Safdar and ors vs Peoples Republic of Bangladesh and others [52
DLR 2000 HD]
Nahar Shipping Lines Limited and anothers vs Homera Ahmed and others.
[52 DLR 2000 HD]
Principle: Section 241 (V) & (VI): Companys inability to pay debts,
and when it is just and equitable that it should be wound up, are also
legal grounds for winding up under section 241 (V) and 241 (Vi)
respectively of the Companies Act.
SIBL vs. Major (Retd) Dr. Rezaul Haque (Civil) 64 DLR HD 2012
Principle: Section 106 & 108: The powers vested in Bangladesh Bank
under section 46 of the Act is a power vested in the regulator to enable it
to perform its duties, while the provisions of section 106 of the
Companies Act, 1994 vesting power in the members of the company to
remove a director is not inconsistent with power vested in Bangladesh
Bank under section 46 of the Act. Moreover the provisions of section 106
and 108 of the companies Act, 1994 is protected by section 2 of the Act.
Principle: Section 233 (3) (a) (b) (c): if the 4 members do adopt an
unanimous resolution that can also be prejudicial to the interest of the
company in its transaction of business with third parties or even in doing
or ratifying an ultra-vires act. In such circumstances section 233 has
invested this court with wide powers to pass appropriate orders as
permitted by the clauses (a) (b) (c) to subsection (3) of section 233 of
the Act.
Principle: section 241 and 245: a case of total dead lock in running
and managing the affairs of the company as a commercial concern has
been made out, on facts and from the circumstances revealed from the
averments made by the parties as well as from the materials on record,
and no device has been kept in these articles to overcome such deadlock
either by forming quorum or by using casting vote, while the intension for
separation in both groups is obvious from the fact of filing this petition.
Principle: Section 241 and 245: It was one time held that the power to
winding up under clause-vi was a power only exercisable upon grounds of
the same class as those specified in preceding clauses. But this view is
not prevailed and the reasons for holding just and equitable to winding
up are not to be considered ejusdem generis with the reasons given in
the preceding clauses of the section.
Moinuddin Hasan Rashid vs. Registrar, Joint Stock Companies and Firms
67 DLR HD 2015
Principle: Section 81: The delay in holding the AGM for the year
2013was a matter purely attributable to a temporary suspension of the
application of section 81 by reason of a demanding IPO process embarked
upon by the company in April, 2013. Pending the successful completion of
the IPO as per the regulatory requirements cited by the BSEC it would
indeed have been foolhardy for the company to press on with a
premature holding of the AGM by May, 2014.
Gafur (M.A) vs. Registrar of Joint Stock Companies and Firms, TCB and
Others 19 MLR (HCD) 2014 (Vol. XlX)
Quasem (M.A.), Members of MAQ Paper Industries Ltd. Vs. The Registrar
of Joint Stock Companies and Firms and Others. 19 MLR (HCD) 2014 (Vol.
XlX)