Decided on May 22,2001

Syed Al Nesar Ahmed Appellant
Nafisa Choudhury Respondents


MAINUR REZA CHOWDHMY,J. - (1.) This leave petition arises out of the judgment and order passed by the High Court Division in Matter No. 58 of 2000 allowing the application by respondent No. 1 under section 233 of the Companies Act, 1994 inter alia directing the respondent No. 1 company and the other respondents to take necessary action to conduct the companys affairs in a manner prescribed in the Articles of Association and allow the person who is named in the Articles of Association as Managing Director of the Company to function as Managing Director for his tenure as per articles of the Companies Act, 1994.
(2.) The respondent No. 1 Nafisa Chouhdhury as petitioner stated in her petition briefly is as follows.
(3.) The minority share holder holds 28,860 shares out of 1,47,816 shares issued by the respondent company namely, United Food Complex Ltd. The respondent No. 1 company was granted loan by Bangladesh Shilpa Rin Sangstha (BSRS), Investment Corporation of Bangladesh (ICB) and 5 other Commercial Banks. The respondent company defaulted in payment of loan to Bangladesh Shilpa Rin Sangstha and the liability increased from Taka 3.63 crore in 1984 to Taka 9, 49, 47,195 by the end of 1997. The petitioner and her husband (respondent No. 3 before the High Court Division) had set up their own poultry and poultry hatchery. The respondent No. 2 (present petitioner) approached the petitioner and respondent No. 3 to buy shares in the respondent company and integrate their hatchery with the, companys hatchery and thereafter by an agreement dated 26-8-1997 was entered amongst the company represented by the then Managing Director the respondent No. 2, the petitioner, the respondent Nos. 3, 7 and 8 whereby the petitioner agreed to purchase the companys share worth Taka 28,86,000 on certain conditions among others, the conditions were that the respondent Nos. 3 would become the Chairman of the company and all financial and executive power would vest in the Chairman. Pursuant to the said agreement the respondent company submitted a proposal to Bangladesh Shilpa Rin Sangstha for approval issued by respondent No. 2. The Bangladesh Shilpa Rin Sangstha then asked the company to pay back the working capital of Taka 30,00,000. As the company could not arrange more than Taka 2,00,000 to pay back the petitioner and her husband respondent No. 3 paid the balance amount of Taka 28,00,000 on condition that Bangladesh Shilpa Rin Sangstha approved the proposal of the company as contained in the letter dated 2-10-1997. The Bangladesh Shilpa Rin Sangstha suggested that in view of the proposal made in the letter dated 2-10-1997 the respondent No. 3 may become the Managing Director of the company with all financial and administrative powers and the respondent No. 2 may become the Chairman in place of the then Chairman respondent No. 5. The suggestion of Bangladesh Shilpa Rin Sangstha was accepted by the company by letter dated 14-1-1998 issued by the then Managing Director Bangladesh Shilpa Rin Sangstha said that no change in Articles of Association would be necessary. The respondent No. 3 also accepted Bangladesh Shilpa Rin Sangsthas suggestion verbally.;

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