Contents

Ittefaq Group of publications Limited & others vs. Arab Bangladesh Bank Limited

& others (Civil) 50 DLR (HD) (1998) ............................................................. 4

Moksudur Rahman, Son of late Al-haj Syedur Rahman and another vs. Bashanti

Property Development Limited, and Others 49 DLR (1997) (HD) ...................... 5

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

Others (Civil) 53 DLR (AD) (2001) ............................................................... 5

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)

54 DLR 2002 HD ........................................................................................ 6

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

Industry and others 51 DLR 1999 HD ........................................................... 8

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

Amin Md vs. Bengal Shipping Line Ltd. 60 DLR 2008 HD ............................... 11

Bangladesh bank vs. Sk Abul Hossain 59 DLR AD 2007 ................................. 11

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

DLR 2000 HD] ......................................................................................... 12

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

2000 HD] ................................................................................................ 12

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

DLR 2000 HD] ......................................................................................... 14

Vega Sweaters (PVT) Limited [52 DLR 2000 HD] .......................................... 14

SIBL vs. Major (Retd) Dr. Rezaul Haque (Civil) 64 DLR HD 2012 .................... 15

MA Gafur vs. Registrar of joint stock companies and Firms 64 DLR HD 2012 ... 15

Rezaul Karim vs ABM Khalequzzaman (civil) 62 DLR (AD) 2010 ..................... 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

19 MLR (HCD) 2014 (Vol. XlX) ................................................................... 17

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 95) For holding a valid meeting of the Board of

Directors written notice must be given to all the members of the board of
directors. If anyone is left out of the resolution taken in that meeting
becomes invalid.

Principle: (Section 95)- In all companies either private or public for

holding a meeting a written notice shall be given to every director and
civil court may not interfere when there is a valid meeting. When there is
a prima facie and invalid resolution the civil court can interfere. The
respondents are restrained by an order of temporary injunction from
acting on the alleged resolution of the Board of Directors.

Mohibul Ahsan (Md) (shawan), Director, Ittefaq Group of

Publications Ltd and others vs. Ittefaq Group of Publications Ltd
represented by Mainul Hosein Executive Director 1 and others
(Civil) 50 DLR (AD) (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.

Principle: (Section 95) -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.
Moksudur Rahman, Son of late Al-haj Syedur Rahman and another vs.
Bashanti Property Development Limited, and Others 49 DLR (1997) (HD)

Principle: Section- 233: Half of the board comprises the petitioners. In

other words, out of 4 directors, two are the petitioners and the petitioners
hold 50% of the shares. Thus the petitioners, having holding 50% of the
shares cannot be said to be minority share-holders. Accordingly the
petitioners are not entitled to invoke the jurisdiction of the court under
section 233 of the Companies Act, 1994.

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 managing director appointed for a

partocular period under the articles should be allowed to function as a
Managing Director with all such powers as given in the Articles of
Association and in accordance with the provision of law.

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.

Principle: section 95: Unless jurisdiction is provided in the companies

Act the petitioner cannot come to this court for violation of any provision
of the Act. This court does not have any general, plenary or residuary
jurisdiction to deal with other matters and question arising under the
Companies Act.
ASM Shamsul Islam Rashedi vs. Satellite Fishing Ltd and Others. 54 DLR
2002 HD

Principle: Section 233: The section specifically protects the interests of

the minority shareholder/ shareholders when prejudiced and
discriminated against it does not protect the interest of director, however
prejudiced or discriminated by the way the company is conducted.

Shahadat Hossain (Md) vs. Base Textile Ltd. 54 DLR 2002 HD

Principle: Section 233: In an application under section 233 the main

function of the court is not to see whether fraud is committed but whether
the resoulation adopted are unfair to the company and the minority
shareholders.

Principle: Section 233: For adoption of a special resolution in any

extraordinary General Meeting amending an article or articles, there
should be a decision of the Board expressing the need for such
amendment of the article.

Principle: Section 233: Nothing is produced as evidence to show that

the secretary was empowered by the concerned authorities to call the
Extraordinary Meetings are not properly called meetings and no those
meetings suffers from illegality.

Principle: section-233: Absolute authorization to give loan by the

managing Director from the companys fund is contrary to the provisions
of the company law and prejudicial to the interest of the company and its
member.

Faruk (Md) vs. abdul Hamid and others 51 DLR AD 1999

Principle: Section 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 appointing of auditor for past years, if no auditing has
taken place.

Matiur Rahman (Md) vs. Dhaka Stock Exchange Ltd nad another 51 DLR
1999 HD

Principle: Section 43: The jurisdiction of the company court is

sufficiently wide to resolve the question of rectification of the register of
members.

Ibrahim Cotton Mills Ltd. And others vs. Chittagong Chamber of

Commerce and Industry and others 51 DLR 1999 HD

Principle: Section 43: The application under section 43 of the

Companies Act for the rectification of the Members Register is held to be
not maintainable as the said matter has not been earlier referred to the
Arbitration Tribunal as provided in Section 12 of the Ordinance and / or as
stipulated in Article 66 of the Articles of association of the Chamber of
Commerce.
Gaisuddin Ahmed vs. Green Delta Insurance Company Ltd. And another
56 DLR AD 2004

Principle: Section 34 (7): 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.

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 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.
Nahar Shipping Lines ltd and anr vs. Homera Ahmed 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: The claim is not undisputedly

ascertained, unless it is admitted it cannot be said it is debt and the
respondent company is liable to pay the debt. Winding up of a company
by court for debt is not called for where there is a bonafide dispute
relating to the existence of the debt.

Abdul Mohit vs. Social Investment Bank Ltd 61 DLR AD 2009

Principle: Section 95: Section 95 of the Companies Act providing no

forum there under, any dispute arising thereto is to be resolved as a civil
dispute resorting to the ordinary civil court of competent jurisdiction and
as such the inherent jurisdiction under the Companies Act in the absence
of any specific provision therein would not be invked to enforce the
provision of section 95 of the Companies Act, as the said provision is
providing procedural matters only and not substitutive provision.
Amin Md vs. Bengal Shipping Line Ltd. 60 DLR 2008 HD

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.

Bangladesh bank vs. Sk Abul Hossain 59 DLR AD 2007

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 91: Appellate representing majority shares having

contested the written objection field by the responded No. 1 challenging
election of Mr A Matin Khan before Company Judge have locus standi to
file the appeal.

Principle: 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.
Giasuddin Ahmed vs. Green Delta Insurance Company Limited and
another [52 DLR 2000 HD]

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.

Principle: Section 38: Discretion did not mean a bare affirmation or

negation of a proposal, it implied just and proper consideration of the
proposal in the facts and circumstances.

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.

Ahsan Karim Jinnah vs Meghna Insurance Company Limited and others

[52 DLR 2000 HD]

Principle: Section 38(3): In order to be a valid and complete transfer of

share for the company to register in the register of members the
instrument of transfer must be executed both by the transferor and
transferee, the instrument of the transfer must be duly stamped and such
instrument is delivered to the company along with the scripts.
Tahmid Ahmed vs Jalaluddin Jaffar Ali Hussain [52 DLR 2000 HD]

Principle: Section 81 (2) & 85 (3): It is made to appear to the court

that the annual general meeting or meetings were not held in accordance
with the directions made by its earlier order the Court shall have
competence to order for holding such meeting or meetings afresh.

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]

Principle: There was no obligation on the part of the petitioner to tender

registration in terms of Articles 49 (c) as stated in the plaint specially
when by operation of law; he automatically ceased to be a director.

ABS Safdar and ors vs Peoples Republic of Bangladesh and others [52
DLR 2000 HD]

Principle: Section 233: There cannot be any profit out of revaluation of

any assets of the company without disposal of the same by sale or
otherwise and that too without writing off the trading losses in earlier
financial periods.
Principle: Section 233: A shareholder does not become automatically
entitled to any part of the profit until resolution is taken and a dividend is
declared by the company out of such profit.

Principle: Section 233: Balance sheet, no doubt, is a good evidence of

acknowledgment of any liability of the company. But the balance sheet
should not be accepted as an acknowledgement if it is found that the
directors or those who are in control of the company took decision
favoring or furtherance of their interest although that was to detriment of
the company and minority shareholders.

Principle: Section 233: Since the points raised by the applications

under consideration do not require detailed investigation and can be
entertained and adjudicated upon the Company Court, pendency of the
civil suit will not operate as a bar.

Nahar Shipping Lines Limited and anothers vs Homera Ahmed and others.
[52 DLR 2000 HD]

Principle: Section 233: When an application is admitted the same is not

liable to be dismissed /rejected summarily without hearing on merit,
unless such application is absolutely incomplete being without jurisdiction.

Vega Sweaters (PVT) Limited [52 DLR 2000 HD]

Principle: Section 241(IV): The number of members having been

reduced to less than two the company is liable to be wound up as per
section 241(IV) of the companies Act.

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.

MA Gafur vs. Registrar of joint stock companies and Firms 64 DLR HD

2012

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.

Rezaul Karim vs ABM Khalequzzaman (civil) 62 DLR (AD) 2010

Principle: Section 85 (3): Company Bench cannot interfere in the

internal management of the company. Since these directions are ancillary
and consequential in nature the High Court Division committed no
illegality in exercising the power under section 85(3) of the Act.
Sayem Sobhan vs. Registrar of Joint Stock Companies & Firms 66
DLR HD 2014

Principle: Section 83: The provisions of section 83 requiring a company

limited by shares or having a share capital, to hold the the statutory
meeting and to prepare statutory report is not applicable to a private
company.

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: Section 81 is a procedural section enabling a

company to carry on its business as has to be conducted to the fullest
extent possible at a general meeting unless faced with impracticability in
doing so. The purposive aspect of the exercise of the courts discretion is
simply to allow the company to get on with managing its own affairs and
not be frustrated by the impracticality of calling or conducting a meeting
in the manner prescribed by the companys articles and the Companies
Act.

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)

Principle: Section: 233: When any interest of subscriber can be

discriminated in that case any proposal of altering the Articles of
Association should not be allowed.

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)

Principle: Section 81 (2), 83 and 85 : It is settled in the instant case

that case court can appoint auditor and direct the company for holding of
Annual General Meeting exercising its inherent jurisdiction for ends of
justice.