H.B.M. IQBAL Vs. MD. SHIRAJUL ISLAM
LAWS(BANG)-2009-4-7
SUPREME COURT OF BANGLADESH
Decided on April 12,2009

H.B.M. Iqbal Appellant
VERSUS
Md. Shirajul Islam Respondents

JUDGEMENT

MD.ABDUL MATIN, J. - (1.) This petition for leave to appeal is directed against the judgment and order dated 18.06.2008 passed by the High Court Division in Company Matter No.145 of 2005 allowing the application with some directions.
(2.) The facts, in short, are that the respondent Nos.1 and 2 as petitioners filed an application under section 233 of the Companies Act, 1994 being Company Matter No.145 of 2005 before the High Court Division seeking necessary orders to,- (i) direct that the affairs of the petitioner company be conducted bona fide and without any discrimination against the interest of the respondent Nos.1 and 2 and in accordance with the memorandum and articles of association and following the provisions of the shareholders' agreement dated 18.10.2000, (ii) further to direct the petitioner not to shift marketing office of the respondent No.3 company from its present address i.e. 29. Showrawardin Avenue, Block # K, Baridhara Model town, Dhaka-1212, (iii) not to sell any cement or any property of the respondent No.3 company without following of association, (iv) not to deposit the proceeds of any products of the company into the any bank account other than the accounts opened following the provisions of memorandum and article of association, (v) not to appoint any auditor of the company without following the provisions of memorandum and article of association, (vi) pending hearing of this application, the respondent Nos.1 and 2 beg following ad interim orders and/or directions: (a) direct the company to hold its board meeting following the provisions of memorandum and article of association at the marketing office of the company within 2 weeks of issuance of the order, (b) direct the company to permit the respondent Nos.1 and 2 and/or their authorized persons to inspect the books of accounts of the company at the time of preparation of the audit reports of the previous years, if it is due, (c) direct the company to permit the respondent Nos.1 and 2 and/or their authorized persons to inspect the share register and share transfer documents of the company, (d) restrain the petitioner from selling any cement or other property of the company without following the provisions of memorandum and article of association, (e) restrain the petitioner from changing any technical, business and administrative management structure of the factory and marketing office of the company, (f) restrain the respondents of the application not to undertake any share transfer without following the provisions of memorandum and article of association of the company and shareholders agreement dated 18.10.2000.
(3.) The respondent Nos.1 and 2 contested the said company matter stating, inter-alia, that the respondent Nos.1 and 2 are the promoter-directors of the respondent No.3 Company. Certified copy of the schedule X as of 13.06.2002 (which is the latest schedule Z as obtained from the office of the proforma -respondent No.4 shows that the respondent Nos.1 and 2 own 1,74,096 and 1,28,406 shares respectively i.e. 305602 shares out of 19.84,592 shares which 15.444% of the total shares and as such eligible to file this application under Section 233 of the Companies Act, 1994.;


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