Companies Act, 1994
Principle —to Pay Loan
The Petitioners not being a money lender or a financial institution is not legally permitted to pay loan to any one for deriving interest. On the other hand, the respondent being a company and not a financial institution is also not legally permitted to take
any loan and pay interest to any private individual.
Mrs. Tamanna-e-Jahan Vs. Paper Converting and Packaging Ltd. & Ors. 10 BLT (HCD)-450
Seetion-43 Read with,
Companies Act, 1913 Section-38
Rectification of Share register of the Company
Since the identity of the actual petitioner is in serious doubt and since the allegations of fraud forgery and fabrication in respect of the different resolutions and decisions of the Board of Directors of the respondent-company have been raised, involving complicated questions of disputed facts of serious nature, requiring further examination of evidence in details which is not possible in this forum, the instant petition is liable to be dismissed.
M. Islam Vs. Al-Rajhi Hospital (Pvt.) Limited & Ors. 11 BLT (HCD)-474.
The instant company is a public limited company and is authorized by Articles-.17 of the Articles of Association of the said company to make reduction of its share capital. The proposed resolution reducing the paid-up share capital is not likely to prejudice the interest of the share holder or its creditors. On the contrary if the reduction of the said paid-up share capital is not confirmed by the court it is likely to mis-represent the actual position of the paid-up share capital of the company—the reduction of the paid up share capital of the company by way
of special resolution of the company, confirmed.
Uttara Himghar Ltd. 8BLT(HCD)-331
Seffion-91(l)(b) read with
International Finance Investment and Commerce Bank Ltd. (IFIC Bank)
Recommendation — Held:
The power of the Board of Directors in the said Article I 14 to recommend does not mean power to reject any such candidature. No such power to reject such candidature has been specifically given to the Board of Directors in the said Article or any other Article. So under the garb of recommendation Board of Directors cannot reject the candidature of any person for these election to the office of the director of the Bank. In our considered view the word “recommended” means power of the Board to point out defects, if any in the candidature of a
person for the office of director for consideration in the Annual General Meeting to avoid complications in such meeting and not the power to reject any candidature on the ground of defect real or fanciful. It is for the Annual General Meeting to consider defect, if any. in the candidature of a person and to take a decision over the same and not for Board of Directors to do so.
ASF Rahman and Anr. Vs. A.M. Agha Yousuf & Ors.10BLT (AD)-86
Per Bimalendu Bikash Roy Choudhury, J: I am unable to agree that the word ‘recommendation occurring in the Article connotes mere scrutiny without any authority to choose. I take the simple dictionary meaning of the word ‘recommendation’. I mean speaking favourably of a person for the purpose of election.
ASF Rahman and Anr. Vs. A.M. Agha Yousuf & Ors. 10 BLT (AD)-86.
Aggrieved person — A voter cannot prefer an appeal against setting aside of the election of a successful candidate in an election. But that analogy will not hold good in respect of the election of directors of a company including a Bank Company.
Per Bimalendu Bikash Roy Choudhury, J : Held : The appellants have no locus standi to maintain the
appeal not being themselves aggrieved by the election.
ASF Rahman and Anr. Vs. A.M. Agha Yousuf & Ors. 10 BLT(AD)-86.
Sections-228 & 229
The following principles governing the amalgamation of and merger of the companies emerge:
scheme satisfies the requirements of law.
Court should see that the shareholders, who may be effected by the scheme, have been fairly represented.
scheme is passed by the majority of the share-holders in value.
should be in the interest of the share-holders of the transferor and the transferee company.
should be given to such a workable scheme which a man of business would reasonably approve.
Court may impose conditions and modify the scheme, if so required.
should be given to a bona fide scheme which is fair as a whole, to all concerned.
scheme should not only be in the interest of the share-holders of the companies but also in public interest.
Clinker Grinding Co. Lid. Vs. Joint Stock Companies and Firms. 11 BLT (HCD)-81.
Section-241 and 242
For winding up of company
The respondent admitted that a sum of Tk. 9,55,941.00 was due to the petitioner up to November. 1997
out of which the respondent paid a total sum of Tk. 1.00.000.00 thereby the admitted liability of the respondent No. 1 to the petitioner is Tk. 8,55,941.00
—Held : The respondent company is unable to pay its admitted debt of Tk. 8.55,941.00 and as such it is liable to be wound up.
M. A. Gaffer Ltd. Vs Enjari Garments (Pvt.) Ltd. 8 BLT (HCD)-295.
The company is a private Limited Company— the quorum necessary for transaction of the business of the Directors shall be two—since Articles of Association of the company provides that the business of the Board of Directors is two, the company has been unable
to do any business. And the business of the company has been stopped for more than one year. The company in its present state of affairs is unable to pay its debts and it is just and equitable that the company should be wound up.
Vega Sweater (Pvt.) Limited & Anr. Vs. Agrani Bank 8BLT(HCD)-226.
Since the petitioner had earlier tiled a case under Section 138 of the Negotiable Instrument Act. he is debarred from proceeding with the winding up petition as contended by the respondent’s learned Counsel.
Held: The submissions made on behalf of the respondents, has got no substance. If the proceeding under Section 241 of the Companies Act satisfies the requirements of law. it shall certainly finds its mark in accordance with law and shall not be disallowed or deviated because of other equally efficacious remedies available to the petitioner in another forum.
Amir Hossain Vs. Home Land Footwear Ltd. & Ors. 11 BLT (HCD)-20.
The respondent company owes to the petitioner but failed to repay the debt — it is apparent that the company not only neglected to pay its debt but at the moment it is unable to pay its admitted debt of IT. 60.00 Lac to the petitioner. Since the papers on record do not show any effort on behalf of the respondent-company to pay off its debt to the petitioner, it should be wound up so that interest of the other
creditors may not be prejudiced any further.
Amir Hossain Vs. Home Land Footwear Ltd. & Ors. 11 BLT (HCD)-20.
Petitioner is the publisher of a Magazine and the respondent No. I is a limited liability Company and involved in the business of publishing, printing and packaging —Held: Their exist a bonafide dispute relating to the existence of the debt and the amount of debt and to determine the same winding up proceeding is not available to the petitioner.
Mrs. Tamanna-e-Jahan Vs. Paper Converting and Packaging Ltd. & Ors. 10 BLT (HCD)-450.