IN THE SUPREME COURT OF BANGLADESH

HIGH COURT DIVISION

(STATUORY ORIGINAL JURISDICTION)

Present:

Mr. Justice Mamnoon Rahman COMPANY MATTER NO. 637 OF 2024

IN THE MATTER OF:

An  application  under  Section  81(2) and 85(3) read with section 396 of the Companies Act, 1994.

- A N D -

IN THE MATTER OF:

Mr. Md. Mourshed Alam

-------- Petitioner.

- Versus -

The Registrar Joint Stock Companies and Firms and another.

……. Respondents. Mr. Shahriar Hasan, Advocate.

 -------- For the Petitioner.

Heard and Judgment on 21.08.2024

Mamnoon Rahman, J:

This is an application under Section 81(2) read with Section 85(3) of the Companies Act, 1994 for condonation of delay in holding the Annual General Meetings (AGM) for the calendar years 2021- 2023 (for 3 years) of Fantasy Pharmaceuticals (Unani) Limited along with Section 396 of the Act for exoneration of the Directors and officers of the company from the liability of fine.

Petitioner is the shareholders and Managing Director of the Respondent No.2, Company which is a Private Company Limited by shares  incorporated  under  the  Companies  Act,  1994  bearing Registration No.C-132521/16 dated 18.08.2016.

It is stated in the application that the Respondent No.2 company could not hold its Annual General Meetings for the years 2021-2023 due to delay in obtaining audit reports as well as for other unavoidable circumstances beyond the control of the Board of Directors of the Respondent No.2 Company, Annual General Meetings for the years of 2021-2023 could not be held within the stipulated time.

It has been stated that there is no willful latches or negligence on the part of the Respondent No.2 company for not holding the said annual general meetings for the calendar years 2021-2023 in due time. It is further stated that due to delay penalties comes for not holding annual general meetings within time and as such this court may be kind enough to relieve the directors and officers of the Company from payment of aforesaid fine.

I have heard the learned Counsel for the petitioner and perused the application as well as necessary papers and documents annexed herewith.  It  also  appears  that  the  reasons  for  not  holding  annual general meetings have been explained properly.

By  filing  affidavit  in  compliance,  the  petitioner  submitted copies of newspapers where from it is apparent that notices have been published in the newspapers as well as usual notices but none appears to oppose this application.

Considering the facts and circumstances, the application under Section 81(2) and 85(3) read with section 396 of the Companies Act, 1994 is allowed. The company is permitted to call and hold annual general meetings for the years 2021-2023 within 90(ninety) days from the date of receipt of the instant order. The respondent Registrar Joint Stock Companies and Firms is directed to accept all returns, record and  documents  to be  filed by  the  company  upon holding  Annual General Meetings pursuant to the order of this court.

The petitioner is directed to take all steps as per provision of the Companies Act, 1994. The petitioner intends to donate Taka 50,000/- which is to be given in the form of Pay Order in the name of “ea¥e j¤ýl£N” h¡S¡l S¡−j jp¢Sc” A/C No. 0100059138141, Janata Bank Limited, Muhuriganj Branch, Feni and furnishing receipt of the payment, the order may be drawn up if so advised.

The cost of this Application shall be borne out of the funds of the Company.

(Mamnoon Rahman,J:)