Mr. Z
Address….
Dear Sir
RE: NOTICE DEMANDING JUSTICE.
We act for Company 1. Our client has instructed us to serve this notice upon you as follows:
01. That you have issued Memo No. †iR‡Kv/mvD_ Bó dvD‡Ûkb/1344 dated 25.05.2003 upon our client illegally and arbitrarily amending the Memorandum of Association and Rules and Regulations (Articles of Association) of our client by deleting the term “University 1” therefrom. The said Memo has been issued illegally, malafide, arbitrarily, without jurisdiction and in violation of the provisions of the Societies Registration Act, 1860.
02. That the background of registration of Southeast Foundation is as follows:
a) That 34 (thirty four) benevolent and reputable citizens of the Country decided to establish and run an university in the name of Southeast University sometime in the year 2001.
b) That in order to facilitate and embark on such noble initiative, they decided to form and incorporate a foundation in the name of South Asia Foundation and become members of the Board of Governors which would run and manage all the affairs of Southeast University.
c) That accordingly, upon consultation of the members of the Board of Governors and at the instruction of Mr. X, who was unanimously proposed as the Chairman of the Board of Governors of the said Foundation, a draft Memorandum of Association and Articles of Association were instructed to be prepared.
d) That at the same time, an application was submitted to the Ministry of Education, Government of the People’s Republic of Bangladesh (hereinafter referred to as “the Government”) for approval for the establishment of the proposed Southeast University.
e) That by its letter No. wkg/kvt 14/8†et we-25/2001/01 dated 03.01.2002, the Government was kind enough to grant the permission to establish Southeast University subject to fulfillment of certain specific conditions, one of which stipulated at clause (P):
f) That vide its letter No. wkg/kvt 14/8†et we-25/2001/38 dated 24.01.2002, the Government reconfirmed its approval and reiterated the condition once again by stipulating in clear terms that at clause (O):
g) That at the consequences of the approval granted by the Government, the Board of Governors of the proposed South Asia Foundation decided to meet and discuss about the draft Memorandum and Articles of Association that was prepared by that time. The signatures of the members of the Board of Governors were also obtained on separate sheets at the final stage of the preparation of the said drafts. The meeting was called especially in light of the fact that the condition embodied in the approval stipulates that Southeast University would be run by Southeast Foundation and hence, there was a need to amend and alter the said draft Memorandum and Articles of Association.
h) That accordingly, after a discussion held by and among the Board of Governors, a resolution was adopted unanimously in the 33rd meeting of the Board of Governors held on September 07, 2002 which contemplated, inter alia:
…..some members, including the Chairman of SAF informed the meeting that the prepared memorandum has got some errors which need to be corrected.
It was decided that after thorough checking and necessary correction the Memorandum would be registered with the Register of Societies.
i) That subsequently on 19.09.2002, while Mr. Xwas extremely occupied in taking preparations for overseas business trip to Europe, Alhaj Mohd. Tajul Islam, very surreptitiously and in connivance with some other members of the proposed South Asia Foundation, without the consent, knowledge and approval of the other 19 (nineteen) members, who are the majority of the Board of Governors, fraudulently and unscrupulously submitted the draft, uncorrected, unchanged and unapproved copy of the Memorandum and Articles of Association for registration with the Registrar of Joint Stock Companies and Firms (“RJSC”) illegally and in complete breach of trust using the signature sheets previously signed by the members and managed to get it registered as South Asia Foundation under the Societies Registration Act, 1860.
j) That Mr. X along with some other members of the proposed South Asia Foundation concocted and altered various clauses in the Memorandum and Articles of Association and deleted many important principles, rationales, conceptual aspects, clauses and sections from the same before submitting the same for registration to the RJSC. Moreover, all the references of “Southeast University” in the said Memorandum and Articles were crossed out which is clearly visible even in the certified copies of the same.
k) That as soon as Mr. X became aware of this evil design, he promptly informed the RJSC about the same vide his letter No. SAF/J9T/01/02 dated October 16, 2002 and urged him to declare the fraudulent registration of South Asia Foundation as void.
l) That Mr. X also made a request to make entry in the General Diary of the same issues on October 13, 2002 vide a letter addressed to the Officer-in-Charge of P.S. Gulshan, Dhaka.
m) That subsequently, in order to comply with the directions of the Government given in its letter Nos. wkg/kvt 14/8†et we-25/2001/01 and wkg/kvt 14/8†et we-25/2001/38 dated 03.01.002 and 24.01.2002, a foundation under the name of Southeast Foundation was formed by Mr. X along with the 19 (nineteen) members of the pervious Board of Governors and other noble and respected members of the society and was duly registered in order to run and manage the affairs of Southeast University. Southeast Foundation was registered on 18.12.2002 under the Societies Registration Act, 1860 bearing the Registration No. S- 3018 (531)/2002 shown in the Certificate of Registration of Societies duly signed and sealed by the RJSC.
n) That the information as to the registration of Southeast Foundation along with the copy of the registered Memorandum and Articles of Association of the same was forwarded to the Honourable Secretary in charge of Ministry of Education, Government of the People’s Republic of Bangladesh by Mr. X vide his letter dated 25.02.2003.
o) That in the mean time our client vide its lawyer sent a Notice of Induction as Members dated 07.01.2003 to each and everyone of the earlier Foundation out of sheer goodwill requesting them to apply to Southeast Foundation for induction as members to ensure the smooth running and management of Southeast University, or otherwise take their money back, if any.
p) That instead of appreciating the gesture Alhaj Mohd. Tajul Islam has embarked on a campaign to harm the interest of Southeast Foundation and Southeast University and bring them to disrepute by spreading fabricated and malicious lies to the people and entities concerned.
q) That Alhaj Mohd. Tajul Islam and his associates wrote to the Vice Chancellor of Southeast University and a few reputed banking and financial institutions and asked them to adhere to the instructions of fraudulently incorporated South Asia Foundation and not to grant any loan or facilities to Southeast University, Southeast Foundation or South Asia Foundation.
r) That such hateful propaganda is only to harm the interest, prospect and prosperity of a noble mission to enhance education and its malicious spread is inflicting incurable harm and disrepute to the names and interest of Southeast University and Southeast Foundation alike.
s) That not only that, our client had come to know that Mr. x in collusion with the Secretary, Ministry of Education, Government of the People’s Republic of Bangladesh were trying to get the reference of ‘Southeast Foundation’ in the Government letters Nos. wkg/kvt 14/8†et we-25/2001/01 dated 03.01.2002 and wkg/kvt 14/8†et we-25/2001/38 dated 24.01.2002 retrospectively changed into ‘South Asia Foundation’ through corrupt and evil design.
t) That in addition, Mr. x was trying to coerce and influence you through the Ministry of Education to cancel the registration of Southeast Foundation from the RJSC by the use of illegal and corrupt means.
u) That in such situation our client filed two suits being Title Suit No. 101 of 2003 and Title Suit No. 105 of 2003 in the Court of Assistant Judge, 4th Court at Dhaka.
v) That Title Suit No. 101 of 2003 was filed on 18.03.2003 against Mr. x and his associates for the following reliefs:
(i) A Decree declaring that Southeast Foundation only is eligible and responsible to establish, run and manage Southeast University;
(ii) A Decree declaring that the incorporation of South Asia Foundation was fraudulent and thus declared void;
(iii) A Decree declaring that the acts done by the Defendants (i.e. Mr. x and his associates) in relation to Southeast University and Southeast Foundation are illegal;
(iv) A Permanent Injunction on the Defendants (i.e. Mr. x and his associates) restraining them from doing any act or communicate to any persons or entities in relation to or concerning Southeast University or Southeast Foundation or any of its members of the Board of Directors, employees, associates or affiliates.
w) That Title Suit No. 105 of 2003 was filed on 25.03.2003 against Mr. x, the Ministry of Education and the Registrar of Joint Stock Companies for the following reliefs:
(i) A Decree declaring that the Approval Letters Nos. wkg/kvt 14/8†et we-25/2001/01 dated 03.01.2002 and wkg/kvt 14/8†et we-25/2001/38 dated 24.01.2002 issued by the Government and the contents thereof are valid, enforceable and binding on the Defendants (i.e. Alhaj Mohd. Tajul Islam, the Ministry of Education and the Registrar of Joint Stock Companies).
(ii) A Decree declaring that any act or attempt by the Defendant No. 2 (i.e. the Ministry of Education) at changing any part or whole of the contents of Approval Letters Nos. wkg/kvt 14/8†et we-25/2001/01 dated 03.01.2002 and wkg/kvt 14/8†et we-25/2001/38 dated 24.01.2002 issued by the Government is illegal and unlawful;
(iii) A Decree declaring that Southeast Foundation is a legally incorporated entity, the incorporation and legal existence of Southeast Foundation is valid, enforceable and binding on any concerned entity/entities whatsoever, including but not limited to the Defendants (i.e. Mr. x, the Ministry of Education and the Registrar of Joint Stock Companies).
(iv) A Decree declaring that the any attempt to cancel the incorporation or registration of Southeast Foundation is and shall be unlawful and illegal.
03. That in the circumstances it is clear that no forgery as alleged in your Memo dated 25.05.2003 was committed by our client in forming Southeast Foundation and in registering the same with your office. Rather it is apparent from your Memo No. †iR‡Kv/mvD_ Bó dvD‡Ûkb/1344 dated 25.05.2003 that the amendment has been made illegally and arbitrarily at the instigation of Mr. x who is the Vice-Chairman of South Asia Foundation.
04. That pursuant to the provisions of the Societies Registration Act, 1860 the provisions of the Memorandum and Articles of Association of a society can only be amended by three fifth majority of the members of the society. Neither the Registrar nor the Ministry of Commerce has got any authority to amend and/or modify any provision of the Memorandum and Articles of Association of a society at their own accord.
05. That you have amended the Memorandum and Articles of Association of our client during pendency of the aforesaid two suits thereby interfered with the pending proceedings of the Court. As such your such action tantamount to contempt of Court.
06. That in view of the above it is clear that the amendment made by you in the Memorandum and Articles of Association of our client is not only illegal but also malafide, palpably arbitrary and without jurisdiction.
In the premises stated above you are requested to rescind your aforesaid Memo No. †iR‡Kv/mvD_ Bó dvD‡Ûkb/1344 dated 25.05.2003 and inform us or our client about your compliance within 3 (three) days of receipt of this notice. Should you fail to comply with the request, our client will be compelled to seek necessary relief against you from the High Court Division of the Supreme Court of Bangladesh in Writ Jurisdiction.
A copy of this notice is kept in our office for future reference.
Yours faithfully
………………….
For: “The Lawyers & Jurists”