I refer to your e-mail dated 12 July 2006, Mr. X’s e-mail dated 21 August 2006 and my e-mail dated 12 August 2006.
Both you and Mr. X have alleged in your respective e-mails that I am still the Managing Director of Company 1 (“Company 1”). This allegation is totally inappropriate. You have further instructed me to join my duty as Managing Director. Your instruction is not legally binding. You have further alleged that I have started a parallel business, which is according to you illegal. This is not correct and not tenable in law. My replies to your allegations are as follows:
1. That, in the meeting of the Boards of Directors of Company 1 held on 3 April 2006, I agreed to resigned from the post of Managing Director and agreed to relinquish my shares including that of my father for a mutually agreed upon consideration. On 16 April 2006, in accordance with the said agreement I handed over all official items, except the Company Car, to the Accountant of Company 1, Mr. Y; and on 26 April 2006 I handed over the Company Car to Mr. Y. Mr. A, the newly appointed Project manager, witnessed the handing over of the Official items. Both Mr. Y and Mr. A have signed two receipts dated 16 April 2006 and 26 April 2006 acknowledging receiving the official items in good condition. Since these two gentlemen in the course of their duties received and acknowledged all these items, the Company is now bound by such action.
2. That, Company 1 expressly/impliedly acknowledged my resignation from the post of Managing Director by stopping my monthly honorarium of $800.
3. That, in addition to the fact that my resignation from the post of Managing Director has been legally effective, I would further rely on Clause 58 of the Articles of Association of Company 1, which states that I were to be the first Managing Director of the company and were authorised to hold office for a 3 years term starting from 8 October 2002. As such, since the Annual General Meeting held after 7 October 2005, I have legally ceased to hold the post of Managing Director, as I was not re-elected in that Annual General Meeting.
4. There is no legal bar to form a parallel company carrying on same or similar business. If you feel that there would be conflict of interest because of the fact that I and my father hold shares in the Company, you are at liberty to buy our shares.
In these circumstances, I, no longer the Managing Director of Company 1 when forming COMPANY 2, was under no legal restriction to refrain from becoming the Managing Director of COMPANY 2.
Now I would request you to please take steps to facilitate the relinquishment of my and my father’s shares in Company 1 for the token consideration of Tk. 125,000 (One Lac Twenty Five Thousand).
If you consider that the issues between us need further discussion then I along with my lawyers are always willing to meet and resolve this issue at the earliest possible date.
For: “The Lawyers & Jurists”