Companies Act, 1913

 

Companies
Act, 1913

[VII of
1913]

 

Sections 3–

Admission of
a winding up application– Great care to be taken.

Amin Scales
Ltd vs Md Yakub 39 DLR (AD) 201.

 

Sections 3–

Court’s
inherent jurisdiction to stay proceedings when there is a bonafide dispute
regarding debt or malafide intention of the petitioner.

Amin Scales
Ltd vs Md Yakub 39 DLR (AD) 201.

 

Section 3–

Registrar
has no authority to accept an annual report submitted by a company under
section 3–Balance sheet and profit and loss account to be submitted under
section 131 by the Company at the general meeting. When the High Court Division
condones delay in holding annual meeting submission of balance–sheet and profit
and loss account will follow the altered schedule.

BCIC vs
Registrar Joint Stock Co 39 DLR 1.

 

Section 3–

Company
Court–Jurisdiction – Matters decided under the Companies Act are not under the
Constitutional jurisdiction of the High Court Division but under a special
statutory jurisdiction conferred upon the High Court Division by the Companies
Act itself.

Uttara Jute
Fibres Industries vs Ashraf Jute Mills 44 DLR 452.

 

Section 11–

Section 11
of the Companies Act provides that a company shall not be registered by a name
identical with that by which a company in existence is already registered or so
nearly resembling that name as to be calculated to deceive.

Shafiqul
Haider vs Al–Amin 39 DLR (AD) 103.

 

Sections 32 and 131–

No authority
for the proposition that the Registrar can withhold acceptance of an annual
return submitted by a Company under section 32 of the Companies Act until it
satisfies the Registrar that its annual general meeting was held within the
scheduled period.

Registrar
has no option but to accept the filing made by the company–In case of company’s
violating provisions of section 76(1) he can initiate appropriate proceeding.

Bangladesh
Chemical Industries Corporation vs Registrar, Joint Stock Companies 38 DLR 356.

 

Section 34–

Instrument
of share transfer­– Affixing of stamp–there is no time limit or any
consequential obligatory if stamp is not affixed with the instrument of
transfer. There is no penal provision either. Stamp may be paid even after
submission of the instrument to the Company. In the facts of this case 26 DLR
303 held not applicable.

Shoaib vs
Uttara Bank Ltd 43 DLR 329.

 

Sections 34 & 38–

Maintainability
of application before the Company Court for rectification of share register–it
is a discretion of the Court to see whether the point at issue relating to
rectification of share register can be resolved on the basis of materials on
record. If the case is complicated and very doubtful and if it appears that
without resorting to some procedure other than the summary proceeding under
section 38 of the Act a case cannot be disposed of, the Company Court should
not interfere with such a matter. But if it is apparent on the face of the
records that legal rights of the parties are clear and can be settled on the
basis of the materials on record, the Company Court can exercise its
jurisdiction in the matter.

Mohiuddin
Ahmed vs Lutfur Rahman 44 DLR 48.

 

Section 34(3)–

The transfer
of shares shall not be lawful without any instrument of transfer.

Haque
Brothers vs Shamsul Haque 39 DLR 290.

 

Section 34(3)–

This provision
makes it mandatory for a transfer of shares to be accompanied by an instrument
of transfer.

Nur Mohammad
vs Agrani Flour Mills ltd and others 47 DLR 462.

 

Section 34(7)–

Discretion
as to registration of any transfer of shares implies just and proper
consideration of the proposal in the facts and cicumstances of the case.

Giasuddin
Ahmed vs Green Delta Insurance Company Ltd and another 56 DLR (AD) 31.

 

Section 38–

Powers of
Court to rectify register. The jurisdiction conferred on Company Court under
section 38 is very wide and unlimited though it is a discretion to grant or
refuse such relief. It was not found that the Company Judge has acted illegally
in allowing such relief under section 38 of the Companies Act in the facts of
the present case. Section 38 of our Companies Act is equivalent to section 155
of Indian Companies Act. In section 155 of the IndianAct, “the name of any
person is fraudulently inserted or omitted” has been omitted; whereas in
section 38 of the Companies Act it has been retained. Thus the scope of section
3 8 of the Act is very wide and the Company Judge has rightly passed the order
of rectification of share registers of the Companies.

Haque
Brothers vs Shamsul Haque 39 DLR 290.

 

Section 38–

Although
section 38 of the Companies Act empowers the Company Court to rectify share
register it is well–settled that a suit is not barred thereby, especially when
detailed evidence is to be taken to settle issue of fact.

Afruz Miah
vs Al–Haj Md Siraj Miah 43 DLR (AD) 89.

 

Section 38–

Section 6 of
the Limitation Act does not bring an application under section 38 of the
Companies Act within its ambit. The suit is restricted to a suit or proceeding
to be instituted or application to be made by a person suffering from any legal
disability.

Tamizul
Hoque and another vs Shamsul Haque and others 43 DLR (AD) 34.

 

Section 38–

Rectification
of shares– When papers and documents filed by the parties are sufficient to
settle their rights and interests, the jurisdiction of the Company Court is
sufficiently wide to resolve the question of rectification of shares.

Rowshan Ara
Begum vs Doctor’s Chemical Works Ltd 44 DLR 37 i.

 

Section 38–

Rectification
of share­ register– It is not necessary to produce the script (original share
certificate) before the Managing Director for transfer of the shares because he
knew about the shares. In the facts of the present case, non–production of
scripts will not debar the transferee from getting his name registered in the
Company as its share–holder.

Sher Ali
Amir Ali Virjee vs Eastern industries 43 DLR 54.

 

Section 38–

Maintainability
of an application for transfer of shares–If a dispute cannot be resolved
without resorting to any other means excepting the papers and documents filed
before the Court in that case the question may arise whether such an
application will be maintainable or not.

Sher Ali
Amir Ali Virjee vs Eastern Industries 43 DLR 54.

 

Section 38–

Rectification
of share register­Rectification after renunciation of shares of individuals in
favour of a corporation whether valid–It is not correct to say that shares can
be transferred only to an individual national and not to any juristic person,
because the latter is not a citizen. A legal and juristic person or body
corporate is a person by fiction of law and some human being is entitled to act
on its behalf. Petitioner Investment Corporation of Bangladesh being a legal
and Juristic person is competent to purchase the shares.

Investment Corporation
of Bangladesh vs Bata Shoe Company (Bangladesh) Ltd 43 DLR 487.

 

Section 38–

Rectification
of share register –When facts are not disputed or complicated, rather papers
and documents filed by the parties are sufficient to settle their rights and
interests, the jurisdiction of the Company Court is sufficiently wide to
resolve the question of rectification.

Shoaib vs
Uttara Bank Ltd 43 DLR 329.

 

Section 38–

When a
Single Company Judge of the High Court Division is exercising power under
section 38 of the Companies Act an appeal from its decision has to be taken by
way of leave to the Appellate Division under Article 103(1) of the
Constitution.

Moqbul Ahmed
and another vs Ahmed impex (Pvt) Ltd 48 DLR (AD) 82.

 

Section 38–

Judgment of
a Division Bench of the High Court Division in an appeal against the Judgment
of a Single Company Judge exercising power under section 38 is taken to be non
est, having been passed completely without jurisdiction, a classic example of coram
non judice.

Moqbul Ahmed
and another vs Ahmed Impex (Pvt) Ltd and others 48 DLR (AD) 82.

 

Section 38–

A person aggrieved
by any ground specified in the section may apply to the Court for rectification
of the register. It gives a wide ranging power to the Court to either reject
the application or order rectification. It also empowers the Court to decide
the question of title of any other person with regard to the shares for the
purpose of rectification or otherwise of the register.

United
Chemicals and Pharmaceuticals Ltd vs Niranjan Dey and others 47 DLR 423.

 

Section 38–

A finding of
fact by the Company Court Judge is final and conclusive and the same cannot be
assailed in an appeal under section 38 of the Companies Act.

United
Chemicals and Pharmaceuticals Ltd vs Niranjan Dey and others 47 DLR 423.

 

Section 38–

A company in
its article may provide the board of directors with the power to refuse
registration of transfer of any shares.

Giasuddin
Ahmed vs Green Delta Insurance Company Limited and another 52 DLR 41

 

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.

Giasuddin
Ahmed vs Green Delta Insurance Company Limited and another 52 DLR 41

 

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.

Abu Taher vs
Nur Muhammad and others 53 DLR (AD) 88

 

Sections 38 & 40–

Share
register is maintained under section 40 which is prim a facie evidence of any
matter to be inserted therein but where both parties have led all their
evidence, the question of initial presumption as contemplated in section 40
lost all its importance. When the facts involved are not complicated calling
for a detailed investigation in a separate forum, applications for correction
of share registers are quite maintainable.

Tamizul
Haque vs Shamsul Huq 43 DLR (AD) 34.

 

Sections 38 and 162–

Two prayers,
one for winding up of the company under section ‘162 and another for
rectification of the share–register under section 38 of the Companies Act in
the same application made before the Company Judge, cannot be entertained.

Ellal
Textile Mills Ltd vs Md Abdul Awal, 38 DLR (AD) 26.

 

Sections 38 & 162–

The Court is
to examine the case as a whole on the basis of given materials. There is no
scope for rectification of share register under section 38 of the Act as
suggested on behalf of the respondent, when the petitioner has founded his case
for winding up of the company.

Md Ismail
Siddique vs Messrs Crescent Apparels (Private) Ltd 43 DLR 99.

 

Sections 38 and 162–

Prayer for
rectifi­cation of share–register–Where a winding up order is passed,
rectification prayer must be refused.

Ellal
Textile Mills Ltd vs Md Abdul Awal 38 DLR (AD) 26.

 

Sections 38 & 246–

The rule
making power of the Supreme Court does not extend to providing an appellate
forum from the decision of a Single Company Judge of the High Court Division
acting under section 38 of the Act.

Moqbul Ahmed
and another vs Ahmed lmpex (Pvt) Ltd and others 48 DLR (AD) 82.

 

Section 76(1)–

The words
“after the holding of the last preceding general meeting”–mean actual
holding of the meeting–Condonation of delay by the High Court’s direction means
a new schedule for holding such a meeting starts.

BCIC vs
Registrar, JS Co 39 DLR 1.

 

Section 76(1)(2)–

Law does not
authorise the Registrar to act as a mini–court– If the Registrar is of the
opinion that any company violated the provision of section 76(1) of the
Companies Act, he can initiate appropriate legal proceedings.

BCIC vs
Registrar, JS Co 39 DLR 1.

 

Section 76(1)(2)(5) –

Words
“not more than 15 months after holding of the last preceding general
meeting”– to be interpreted in two different ways.

BCIC vs
Registrar, JS Co 39 DLR 1.

 

Section 76(1)(2)(5)–

When the
company has actually held its last preceding general meeting within the
extended time granted by the High Court Division, the legal obligation to hold
the next general meeting will start from the date when the meeting was held
within time granted by the High Court Division.

BCIC vs
Registrar, JS Co 39 DLR 1.

 

Sections 79(3) and 76(3)–

Powers
conferred under sections 79(3) read with section 76(3) of the Companies Act to
call a general annual meeting, are exercisable by the court in the
circumstances stated therein. The Court may intervene by directing the holding
of a meeting but exercise such powers sparingly in order to ensure neutrality
and not seemed to have involved itself in the affairs of the Company.

Ghyasuddin
Ahmed vs Qn Faruque 38 DLR (AD) 296.

 

Section 79(3)–

When the
Court may direct the calling of a Company’s meeting.

Ghyasuddin
Ahmed vs Qn Faruque 38 DLR (AD) 296.

 

Section 79(3)–

There
remains no doubt about the powers of the Court to call a meeting of the Company
when invoked by a share–holder or director of the Company under section 79(3)
of the Act.

Ghyasuddin
Ahmed vs Qn Faruque 38 DLR (AD) 296.

 

Section 86G–

Bangladesh
Bank has not been invested with any power for removal of a Director of a
Banking Company.

Khondker
Mahtabuddin Ahmed vs Bangladesh Bank 47 DLR 589.

 

Section 105C–

Increase of
share by the so­–called additional special general meeting and distribution of
the same amongst 3 members are illegal and unauthorised in as much as under the
law this was the function of the Board of Directors.

Rowshan Ara
Begum vs Doctor’s Chemical Works Ltd 44 DLR 371.

 

Sections 109 and 120–

Extension of
time for registration made where failure to register was through inadvertence
and such omission caused no prejudice to the members of the Company or its
creditors.

Aqua Culture
Farms vs Registrar, Joint Stock Companies 42 DLR 43.

 

Sections 152 & 163–

The
respondent Company not being a financial institution cannot take money as a
loan and give interest thereon. Under the company law if money is required it
may take it by way of issuing debenture and pay interest, etc.

AKM Abdul
Latif vs Banani Metal Limited, and others 52 DLR 62

 

Section 162–

A company
may be wound up by the Court upon the resolution that the company be wound up
by the Court and on the ground that the Court would be of the opinion that it
is just and equitable that the company should be wound up. The principle that
would guide the dissolution of a partnership firm would also be applicable to a
case of winding up of a private company– A mere lack of understanding which
arose out of a personal dispute alone cannot be a ground for–winding up the
company. Parties seeking for an order from the Court must have an equity in his
favour.

M Al–­Amin
vs Shafquat Haider 42 DLR 302.

 

Section 162–

Winding up
matter is a serious affair. The winding up matter is a serious affair which is
evident from the perusal of the entire Part V of the Act and in this connection
the anxiety of the Privy Council in the case of unjustified winding up order
may be noticed.

Ellal Textile
Mills Ltd vs Abdul Awal 38 DLR (AD) 26.

 

Section 162–

Plea for
winding up of a company–Company Judge is competent to dispose of winding–up
petition summarily on affidavits and counter–affidavits of parties. Company
Court has inherent power to stay all further proceedings sine die for the ends
of justice when such petition is malafide having been made for a collateral
purpose and the same is an abuse of the process of the court. Order staying
winding­ up petition sine die amounts to rejection of such petition. It is not
legally permissible to reopen the matter on the grounds as contained in the
existing petition–New facts cannot be incorporated by amending the existing
winding up petition. Revival of the present petitions are uncalled for– Filing
of fresh winding up petition will depend on new or continuing causes of action.

Dr. Naimur
Rahman vs Shahbazpur Tea Co ltd 43 DLR (AD) 169.

 

Section 162–

Winding up
of a company­—question of locus standi

Since the
petitioner is one of the original promoter–directors of the Company and is now
challenging the transfer of his shares in the Company on grounds of fraud the
application under section 162 of the Act is maintainable as he has still got
subsisting interest in the company.

Ismail
Siddique vs Crescent Apparels (Private) Ltd 43 DLR 99.

 

Section 162–

When a
proceeding before the High Court Division is pending under section 162 of the
Companies Act, the fate of the Company with all assets and liabilities as well
as rights of all creditors, secured or otherwise, and the share holders are sub
judice before the court.

BRTC vs
Ashraf Jute Mills Ltd 45 DLR 282.

 

Sections 162 & 163–

Landlord’s
right to seek winding up of a company=when a debt due by a company is
established and remains unsatisfied, it is not under discretion of the Court to
refuse creditor an order for winding up of the Company. The Court is to
consider the nature of the money owing to the creditor. Money owing is that
which is legally recoverable. The petitioner being admittedly landlord and the
defendant company being unable to pay its rent, the application for winding up
of the latter is maintainable.

BRTC vs
Ashraf Jute Mills 43 DLR 240.

 

Sections 162 & 163–

Winding up
of a Company for non–payment of rent–An arrear house rent is the liability of a
company and if a company is unable to pay such liability it may be wound up.

Nizamul
Huque vs Singa Bangla Garment Manufacturing Company (Pvt) ltd 43 DLR 603.

 

Sections 162 & 163–

The
respondent company is out and out a defaulter and is unable to pay the debt.
After considering the materials on record and submission made by the Advocate
for the petitioner it appears that it is just and proper that the respondent
company be wound up.

Thai Airways
International Limited vs Air Route Service Limited and others 48 DLR 412.

 

Sections 162, 163 & 166–

Winding up
of a company–Maintainability of the application for winding up on grounds of
inability to pay debts was challenged upon a counter–claim of money by the
appellant company. The Court found the counter–claim to be just an allegation,
no evidence having been placed before the Court in support of the counter–claim.
Such counter–claim was not acceptable.

Bangladesh
Tyres Ltd vs Agrani Bank & others 42 DLR 474.

 

Sections 162, 163 & 166 –

Petitioner
bank when not entitled to interest forming part of the debts–The interest
charged against the company related to period of turmoil and for the period
from the date of its taking over as abandoned property till date of its
release. To allow such interest is absolutely discretion of the Court. During
this period the shareholders and Directors had legal disabilities over the
affairs of the company and as such they should not be made to pay interests for
such period.

Bangladesh
Tyres Ltd vs Agrani Bank & others 42 DLR 474.

 

Sections 162, 163 & 166–

Winding up
on plea of inability to pay debts– collateral security of the appellant company
along with the value of the lands where its factory is situated and the value
of machineries when taken up together, debts to the petitioner bank were fully
secured. In such a position no application for winding up can be maintained.

Bangladesh
Tyres Ltd vs Agrani Bank & others 42 DLR 474.

 

Sections 162, 163 & 166 –

In the facts
of counter–claims raised the legal liability of the company may be determined
in a regular suit, even after the decree in the money suit, the bank may be
entitled to go for winding up proceeding if the company fails to pay the
decretal amount. When a bonafide dispute over the claim of debt is made,
winding up proceeding is not an appropriate legal proceeding.

Bangladesh
Tyres Ltd vs Agrani Bank & others 42 DLR 474.

 

Sections 162, 163 & 166–

A limited
company being a juristic person, lives, runs and functions under the provisions
of a statute; death warrant can be issued under the same statute. The death
warrant in the form of winding up should be sparingly issued. To the last
minute effort should be made to save a company from liquidation.

Bangladesh
Tyres Ltd vs Agrani Bank & others 42 DLR 474.

 

Sections 162, 163 & 166–

The company
judge simply incorporated the claims made by the creditors without considering
in detail the assets and liabilities of the company and other materials so as
to see whether the company was actually unable to repay the loan. His sweeping
finding for winding up was not acceptable.

Bangladesh
Tyres Ltd vs Agrani Bank & others 42 DLR 474.

 

Section 162, 163, 166 & 202–

Winding up
of a company by court–Circumstances in which winding up will be ordered– The
basis of an order for winding up a company on the ground of its inability to
pay its debts is always insolvency. A company must be found to be commercially
insolvent when its existing and probable assets are insufficient to meet the
existing liabilities, it is heavily indebted to various creditors, all its
assets being in mortgage or in pledge, and there is no possible chance of a
profit being made or its business carried out.

Agrani Bank
vs Bangladesh Tyres Ltd 43 DLR (AD) 164.

 

Sections 162 & 166–

Winding up
of a Company– Whether mismanagement could be a ground for winding up–There may
be certain irregularities and omissions in the management of a company. But
mere allegation of mismanage­ment will not make the company liable to be wound
up on the just and equitable reason. ­Where nothing more is established than
that the directors have misappropriated the funds of the company an order for
winding up would not be just and equitable. Allegations of misconduct of the
directors or that the business has been carried on at a heavy loss are per se
not grounds on which the court would order winding up. Where petition by a
share–holder contains allegations which all relate to the internal management
or mismanagement of the company’s affairs, it is a matter for the share–holders
themselves to deal with and not one that would call for interference by the
court.

Rehana Ahmed
vs Nahar Shipping Lines Limited 44 DLR 256.

 

Sections 162(1) & 166–

The
inclusion of a Company of which the Government is the 100% shareholder, in the
schedule of the Public Corporation (Management and Co–ordination) Ordinance,
1986 (Ordinance 48 of 1986) does not make the company Public Corporation and
the provisions of liquidation as contained in the Companies Act are applicable
to such an enterprise in spite of the inclusion of the company in serial No. 32
of the schedule on inclusion of the company in the serial 37 of the members of
the consultative committee of public enterprises of the said Ordinance of 1986.

Bangladesh
Consumers Supplies Co Ltd vs Registrar, Joint Stock Company 46 DLR 552.

 

Sections 162(1) & 166–

Government,
while doing commercial or trading business through a company, does not function
as· a department or organ of the government in its administrative capacity and
such a company satisfies all the qualifications of a company within the meaning
of the Companies Act and the petition for its winding up is competent.

Bangladesh
Consumers Supplies Co Ltd vs Registrar, Joint Stock Co. 46 DLR 552.

 

Section 163–

Winding up
of a company by court–Circumstances in which winding up will be ordered– The
basis of an order for winding up a company on the ground of its inability to
pay its debts is always insolvency. A company must be found to be commercially
insolvent when its existing and probable assets are insufficient to meet the
existing liabilities, it is heavily indebted to various creditors, all its
assets being in mortgage or in pledge, and there is no possible chance of a
profit being made or its business carried out.

Agrani Bank
vs Bangladesh Tyres Ltd and others 43 DLR (AD) 164.

 

Section 166–

Winding up
of a Company­—Whether mismanagement could be a ground for winding up– There may
be certain irregularities and omissions in the management of a company. But
mere allegation of mismanagement will not make the company liable to be wound
up on the just and equitable reason–Where nothing more is established than that
the directors have misappropriated the funds of the company an order for
winding up would not be just and equitable. Allegations of misconduct of the
directors or that the business has been carried on at a heavy Joss are per se
not grounds on which the court would order winding up. Where petition by a
share–holder contains allegations which all relate to the internal management
or mismanagement of the company’s affairs, it is a matter for the share–holders
themselves to deal with and not one that would call for interference by the
court.

Rehana Ahmed
vs Nahar Shipping Lines Limited 44 DLR 256.

 

Section 166–

Winding up
of a company by court– Circumstances in which winding up will be ordered–The
basis of an order for winding up a company on the ground of its inability to
pay its debts is always insolvency. A company must be found to be commercially
insolvent when its existing and probable assets are insufficient to meet the
existing liabilities, it is heavily indebted to various creditors, all its
assets being in mortgage or in pledge, and there is no possible chance of a
profit being made or its business carried out.

Agrani Bank
vs Bangladesh Tyres Ltd and others 43 DLR (AD) 164.

 

Section 171–

The meaning
of the expression leave of the Court referred to in this section means the
consent of the winding up Court.

Bazlul Ghani
vs Pioneer Bank Ltd  Comilla 42 DLR 480.

 

Section 171–

The Banking
Companies Ordinance 1962 made special provisions for banking companies when
they are in liquidation and empowered the High Court Division exclusive
jurisdiction to decide any claim by or against a banking company. Though this
Ordinance is in addition and not in derogation of the Companies Act or any
other law for the time being in force, section 60 of the Banking Companies
Ordinance by its non obstante clause made provision to prevail over the
Companies Act, Civil Procedure Code or any other law for the time being in
force.

Bazlul Ghani
vs Pioneer Bank Ltd, Camilla 42 DLR 480.

 

Section 171–

Auction sale
of property of a company–

The Company
is in liquidation long afterwards–Question of setting aside the sale­
Provisions of the Banking Companies Ordinance when read with those of the
Companies Act and the Public Demands Recovery Act, it appears that the
provisions of the Banking Companies Act shall be effective iri addition to and
not in derogation to the Companies Act or any other law for the time being in
force excepting the provisions which are specifically made in the Ordinance. In
view of the fact that the law under which the auction sale took place has made
provisions for the aggrieved person to seek the relief of setting aside the
auction and the plaintiff did not avail of the forum for appropriate remedy and
the auction is still subsisting in the eye oflaw, the same cannot be set aside
now in the present proceeding under the Bangladesh Companies Ordinance.

Official
Liquidator vs Jahura Khatun 43 DLR 558.

 

Section 184–

The moot
question that was submitted before him (ie the Company Judge) was whether the
prayer could be entertained together (ie for winding up the company as well as
for rectification of share–register) on the same petition.

Ellal
Textile Mills Ltd vs Abdul Awal 38 DLR(AD) 26.

 

Section 184–

The purport
of the petition that was filed by the respondents was to rectify share­ register
by cancelling the allotment of 1700 shares and at the same time for winding up
of the Company and that could be dealt with under section 184.

Ellal  Textile Mills Ltd vs Abdul Awal 38 DLR (AD)
26.

 

Section 194–

Money
belonging to the company under liquidation cannot be withdrawn and paid to the
Official Liquidator for the purpose of dissolution of another company under
liquidation to be used for dissolution of the company which has no assets of
its own to meet the costs and expenses of its dissolution. The Official
Liquidator is to seek fund from the Government in this connection.

Hansa
International vs Eastern Pharma Ltd 45 DLR 482.

 

Section 202–

Winding up
of a company by court–Circumstances in which winding up will be ordered–The
basis of an order for winding up a company on the ground of its inability to
pay its debts is always insolvency. A company must be found to be commercially
insolvent when its existing and probable assets are insufficient to meet the
existing liabilities, it is heavily indebted to various creditors, all its
assets being in mortgage or in pledge, and there is no possible chance of a
profit being made or its business carried out.

Agrani Bank
vs Bangladesh Tyres Ltd and others 43 DLR (AD) 164.

 

Companies Act, 1913

Companies Act, 1913

 

Company Court —
Jurisdiction

Section
12 of the Trade Organisations Ordinance has not completely ousted the
jurisdiction of the Court but before coming to the Court the petitioners are to
refer the matter to Arbitration as provided in section 12 of the Trade
Organizations Ordinance.

Ibrahim Cotton Mills
Ltd. Vs. Chittagong Chamber of Commerce & Industry Ltd. & Ors. 7BLT
(HCD)-152

Section – 38

Whether a decision
of a Single Company Judge under section 38 of the Company Act, 1913 is
appealable to a Division Bench of the High Court Division

When a
Single Company Judge of the High Court Division is exercising the power under
section 38 of the Companies Act an appeal from its decision has to be taken by
way of leave to the Appellate Division under Article 103 (1) of the
Constitution.

Moqbul Ahmed &
Anr Vs. Ahmed Impex (Pvt) Ltd. & Anr. 4BLT(AD)-176



Section-59 (1)

Reduction
of share capital at the time of the formation of the company promoters cum
founder share holders agreed to invest capital equivalent to the value of 5,000
(five thousand) shares which would be equally distributed along four members at
the rate of 1250 shares each but due to printing Mistake, against the same of
each subscriber instead of 1250 shares, 12500 shares had been erroneously
printed both in the Memorandum as well as the Articles of Association—Held: The
right to reduce capital has been conferred on the company statutory and the
court should not refuse to confirm the reduction of capital decided upon by a
company unless the reduction appears to be unfair or inequitable.

Abu Ali Chowdhury
Vs. The State 5 BLT (HCD)-1.

Section-95

Section
95 of the Act of course makes it obligatory to issue a notice in writing to
every director. Such requirement does not appear to extend the obligation to
give fresh notice for an adjourned meeting for transaction of the unfinished
business of the last meeting. Business to be transected in the adjourned
meeting also appears to be notified in the notice dated 08.04.99. It is
difficult to say on the agenda decisions taken could not validly he taken. Such
meeting and the decisions taken therefore cannot be said to be invalid for
violation of any law or the article of the company. Even re-election of the
three directors in question in the same meeting also cannot invalidate the
whole proceedings of the board meeting.

Mr. S.I. Khan &
Ors Vs. integrated Service Ltd. & Ors. 10 BLT (HCD-130).

Section-162 (1) (2)

By
Ordinance No IV of 1981, the P.O. No 47 of 1972 was repealed and the Bangladesh
consumers supply corporation was converted into a company having government’s share
100% therein. The company ran its business at a huge loss of 21 crores in the
years from 1981 to 1988. Government decided to wind up the company—Held:
Decisions is legal.

S. 162
of the Companies Act read with S. 2 (d) and the Schedule of Ordinance No 48 of
1986 the petitioner in all respects satisfied the qualification of a company
and the petition for winding up pursuant to the special resolution passed in
the council meeting of the Ministers is competent.

Bangladesh
consumer’s Supplies Co. Ltd. Vs The Registrar, Joint Stock Co. & Ors.
2BLT(HCD)-198

Section-233

In the
instant case 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 he 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.

Moksudur Rahman Vs.
Bashati Property Development Ltd. 5 BLT (HCD)-198.

 

Companies Act, 1913

 

Companies Act, 1913

 

Section-95

Section 95 of the Act of
course makes it obligatory to issue a notice in writing to every director. Such
requirement does not appear to extend the obligation to give fresh notice for
an adjourned meeting for transaction of the unfinished business of the last
meeting. Business to be transected in the adjourned meeting also appears to be
notified in the notice dated 08.04.99. It is difficult to sa\ on the agenda
decisions taken could not validly be taken. Such meeting and the decisions
taken therefore cannot be said to be invalid for violation of any law or the
article of the company. Even re-election of the three directors in question in
the same meeting also cannot invalidate the whole proceedings of the board
meeting.

Mr. S.I. Khan & Ors
Vs. Integrated Service Ltd. & Ors. 10 BLT(HCD)-130