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.

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