Case Number Parties Short Description
1
Wilmington Trust Company. -Versus- HG AVIATION LTD. Regent Airways and others.
In exercising its winding-up jurisdiction, the Court must have due regard to the interests of the company as well as those of its creditors. Winding up is undoubtedly a serious remedy and ought not to be ordered where a debt is disputed on substantial and bona fide grounds or the company is experiencing a temporary commercial or financial difficulty. The position, however, is materially different where the debt is established and admitted by the company, remains unpaid, and the company has failed to honour an agreed arrangement/ schedule for its payment. In the present case, the respondent-company has not only acknowledged its liability towards the petitioner but has also entered into an arrangement for payment of the outstanding dues, which it subsequently failed to honour. Its own pleadings further disclose substantial outstanding liabilities to other creditors. In these circumstances, the mere assertion of a possibility of future investment or an improvement in the company’s financial position, without any concrete evidence demonstrating a present or reasonably certain ability to discharge its existing liabilities, cannot by itself constitute sufficient ground for withholding the winding-up order.
2
A.F.M. Shahidul Islam Mamun -Versus- Sigma Fashions Ltd. and others.
Winding Up: The Companies Act 1994: i. Mere non-payment of a claimed amount does not invariably establish commercial inability to pay debts. Particularly where the underlying liability is itself bona fide disputed, non-payment cannot, without more, be treated as proof of insolvency or inability to pay within the meaning of section 241(v). ii. The winding-up jurisdiction cannot properly be converted into a forum for deciding such disputed contractual claims. The materials indicate that the goods were delivered to and received by the respondent-company. Such receipt is relevant to the petitioner`s underlying contractual claim, but does not, by itself, establish an unconditional liability for the entire amount claimed, particularly in view of the respondent`s allegations of delayed delivery, non-conformity of goods, consequential loss and adjustment of the claim. Those matters concern contractual liability and may be settled amicably or, failing settlement, determined by the competent forum in accordance with the parties` agreed dispute-resolution mechanism. The fact that some goods may have been delivered after the stipulated date does not, by itself, extinguish the petitioner`s claim; nor does receipt of the goods by the respondent-company, by itself, establish an undisputed debt for the purpose of winding up. iii. Where a petitioner seeks to invoke the statutory deeming provision under section 242(1)(i), compliance with the statutory requirements is essential. The demand must afford the company the period prescribed by law to pay, secure or compound for the debt to the reasonable satisfaction of the creditor. If, as appears from the notice relied upon by the petitioner, Respondent No.1 was called upon to make payment within seven days, such demand cannot be treated as a demand satisfying the statutory requirement of section 242(1)(i). Consequently, the petitioner cannot rely upon the alleged failure to comply with that notice as constituting the statutory basis for deeming the respondent-company unable to pay its debts.
3
Sajjad Ahmed Rubel and another -Versus- C.A. Tower Ltd.and others.
Section 43 of the Companies Act 1994 i. An allotment letter, by its very nature, evidences the original allotment or contractual arrangement in respect of the flat; it does not, without more, clearly establish the nature, extent or continuance of the proprietary or shareholding rights claimed by the allottee. The petitioners are required to demonstrate not only that their names appeared in the original allotment letter, but also that such allotment resulted in, and continued to confer upon them, a subsisting and enforceable interest in the flat and the corresponding shares. ii. The allotment letter may establish the position at the stage of the original allotment, but it cannot, standing alone and without any supporting subsequent evidence of subsisting rights, be treated as clear proof of the petitioners’ present title or entitlement to the shares. To hold otherwise would be to disregard the subsequent corporate record and the conduct of the parties over a prolonged period.
4
Shaikh Farhana Haque -Versus- Mr. Shaikh Ehsanul Haque and others
Section 43 of the Companies Act 1994 i. The jurisdiction to rectify the register is not confined merely to correcting clerical or accidental errors. Where an entry in the register is alleged to have been made without a valid corporate act or on the basis of a transaction which did not confer a lawful title to the shares, the Court may examine the underlying transaction for the purpose of determining whether the impugned entry ought to remain on the register. ii. The contention of Respondent No.1 that the petitioner waived her pre-emption rights or acquiesced in the allotment also cannot assist him unless the underlying allotment is first shown to have been lawfully made. Acquiescence cannot, by itself, validate an allotment which was not authorised in accordance with law. Nor can an entry made in the Company`s records or subsequently recorded by the Registrar become immune from scrutiny merely because it has remained on record for some period.
6
Abu Taber and others. -Versus- Newtex Group of Companies and others.
This court is of the considered view that - i) A composite application under section 43 of the Companies Act, 1994 is not rendered incompetent merely because it concerns the registers of different companies and the impugned transfers are evidenced by separate instruments, where the claims arise from a connected series of transactions and involve common questions of law or fact founded upon the same underlying transaction or event. While the relief under section 43 must be separately directed to the register of each company, the connected claims may, in appropriate circumstances, be adjudicated in one proceeding where separate proceedings would substantially involve the same evidence and foundational issues or risk inconsistent findings. ii) Section 43 of the Companies Act, 1994 confers a wide jurisdiction upon the Court to rectify the register and, where necessary, to determine the title of a party to the proceeding; however, the jurisdiction is directed towards determining whether rectification is justified and does not require the Court to finally adjudicate every complex dispute concerning contracts, succession, minority, fraud and competing proprietary claims. A succession certificate relating to shares operates within the statutory scheme of Part X of the Succession Act, 1925, and shares constitute securities for the purposes of that Part. iii) Where a company deals with the holder of a succession certificate in good faith, sections 381 and 386 of the Succession Act afford statutory protection to such dealings, notwithstanding the subsequent revocation or supersession of the certificate, where the statutory conditions are satisfied. Subsequent revocation of a succession certificate does not, by itself, retrospectively establish that every transaction undertaken while the certificate was operative was void or that the register of members must consequently be rectified. iv) The absence of a fixed limitation period in section 43 does not make delay irrelevant. Where substantial delay is accompanied by the accrual of third-party rights and long-standing corporate entries, such circumstances may legitimately weigh against the discretionary relief of rectification. v) Where the relief sought under section 43 substantially depends upon cancellation or invalidation of old instruments and upon the determination of complicated questions involving persons who are not parties to the proceeding, the Court may appropriately decline rectification without adjudicating those substantive claims finally. vi) Refusal of rectification under section 43 does not, by itself, extinguish any independent substantive right which a claimant may have against a person who has unlawfully received property or consideration. Such rights remain subject to determination in an appropriate proceeding in accordance with law, consistent with section 387 of the Succession Act.
7
Fazila Khatun and others.-Versus- Bangla Eastern Industries Limited and others
Allowed
8
Fazila Khatun and others.-Versus- Bangla Eastern Industries Limited and others
Dismissed
9
Prof. Dr. Abul Kashem. -Versus- Registrar of Joint Stock Companies and Firms and others.
i) Dispatching notice packages via a private commercial courier agency constituted "personal service." This argument misconstrues the legal nature of personal service. Personal service in company law requires direct physical delivery by an officer, agent, or employee acting directly on behalf of the company to the recipient member. When a company hands over thousands of sealed envelopes to an independent third-party commercial courier company, it engages an intermediary logistics provider. The courier`s sub-agents or delivery staff are not company officers delivering notice personally; they are executing a contract of carriage. Courier delivery cannot be conflated with personal delivery. ii) Equally untenable is the proposition that courier delivery is equivalent to "service by post." In statutory construction, "post" refers specifically to the statutory postal system operated under the authority of the State (e.g., the Post Office Act). The legal deeming presumption established under Article 86(2) and reflected in Section 27 of the General Clauses Act, 1897 attaches strictly to letters placed in the official postal network with postage prepaid. Courts cannot stretch clear contractual text to read private commercial courier services into the word "post." While modern commercial practice frequently uses courier networks for speed and tracking, corporate constitutions must be amended through proper general body resolutions if modern delivery methods are to be adopted. Until the Articles are formally altered, the company remains bound by its existing contractual provisions.
10
Manikganj Power Generations Limited.-Versus- Yew Choon Private Limited
i) The distinction between the legal burden and the evidential burden must be carefully maintained. The legal burden of establishing the claim remained throughout upon the respondent as claimant. However, once the respondent/claimant had adduced evidence capable of supporting its case, the Tribunal was fully entitled to examine whether the petitioner had produced evidence explaining or rebutting facts lying particularly within its “own knowledge”. The Tribunal`s observations regarding the inadequacy of the petitioner`s evidence, therefore, relate to the weight and sufficiency of the rebuttal evidence rather than to any impermissible reversal of the legal burden of proof. ii) In substance, the petitioner`s grievance is that the Tribunal ought to have attached greater weight to the petitioner`s evidence and lesser weight to the respondent`s evidence. Such a contention goes to the appreciation of evidence rather than to the legality of the award. Section 43 does not permit this Court to undertake a fresh evaluation of the evidence for the purpose of determining whether another conclusion would have been preferable. iii) After considering the overall outcome of the arbitration, the Tribunal regarded the respondent as the substantially successful party and exercised the statutory discretion vested in it under section 38 by directing the petitioner to bear the respondent`s costs. Such an exercise of discretion cannot be said to be irrational merely because another tribunal, or even this Court, might have apportioned the costs differently. To interfere with the award of costs in the present case would require this Court to substitute its own discretion for that of the Tribunal. Such an approach would be inconsistent with the limited supervisory jurisdiction conferred by section 43 of the Arbitration Act and would undermine the legislative policy of according finality to arbitral awards.
11
Rokaiya Nasrin, -Versus- Neptune Cold Storage Ltd. and others
If the pre-emption provision was intended to protect the existing shareholders against the introduction of an outsider, a shareholder intending to exercise that right would reasonably be expected to assert it when the proposed transfer came to his or her knowledge. Yet, even after the Petitioner expressly sought rectification by her letters dated 21.01.2016 and 09.02.2016, no shareholder came forward either to purchase the shares or to object on the ground that he or she intended to exercise the right of pre-emption. Nor has any competing claim been asserted throughout the prolonged pendency of the present proceeding. In these circumstances, the Court is not persuaded that the pre-emption clause can now be invoked merely as a technical objection to the Petitioner`s claim when the very persons for whose benefit the provision was incorporated have, with full knowledge of the transaction and the Petitioner`s claim, neither exercised nor asserted the right for many years. Their prolonged and conscious inaction, in the circumstances of the present case, amounts to waiver or acquiescence in the transfer and substantially undermines the Respondents` reliance upon the pre-emption provision.
12
Mukta Rani Ghosh. -VERSUS- Purobi Jewellers (Pvt.) Ltd. and others
The jurisdiction conferred upon the Company Court under section 43 of the Companies Act, 1994 is a special statutory jurisdiction vested exclusively in the Court by the Act. Such jurisdiction cannot be excluded, curtailed or suspended by an arbitration agreement contained in the Articles of Association or by the unilateral commencement of arbitral proceedings. Although section 227 recognises the right of the parties to refer an arbitrable dispute to arbitration, it is essentially an enabling provision and does not divest the Company Court of the statutory jurisdiction expressly conferred upon it under section 43. An arbitral tribunal derives its jurisdiction from the agreement of the parties, whereas the power to rectify the register of members is a statutory power conferred by the Companies Act and is exercisable by the Company Court.
13
Nabila Mahmud and another. -Versus- Hamid Spinning Mills Limited and others
Allowed
14
Legend World Tank PTE, -Versus- Multinational Shipping Co. Ltd., and others
Differing, with the greatest respect, from the larger bench decision in Accom, this court is unable to subscribe to the reasoning adopted therein. In the considered view of this court, sections 7, 7A and 10 of the Arbitration Act, 2001 are capable of operating in aid of arbitral proceedings even where the juridical seat of arbitration is outside Bangladesh. Properly construed, these provisions are intended to facilitate and support the arbitral process by conferring limited judicial assistance, rather than by exercising supervisory jurisdiction over the arbitral proceedings themselves. Consequently, the invocation of section 151 of the Code of Civil Procedure, in place of section 10 of the Arbitration Act, 2001, as adopted in Accom, appears both unnecessary and unwarranted.
15
United Enterprises and Company Limited (UECL). -VERSUS- Registrar of Joint Stock Companies
Dismissed.
16
Mohammad Moazzam Hossain, Son of late Mvi K.M. Khaleque, of Vill-Kasba, P.S-Gournadi, District-Barishal, represented by his Constituted Attorney: Advocate Rabiul Islam Tarafder (Robin), House No: 08, Road No. 21, Sector: 04, Uttara Model Town, Dhaka. -Versus- Dr. Gias Uddin Miah and others
Dismissed.
17
Prof. Dr. Ali Zaheer Al-Amin and others. - Versus - Impulse Health Services and Research Centre Limited and others
Constitutes an independent Interim Board of Directors.
18
Md. Abdul Malek being dead his legal heirs Md. Monjur Morshed and others. -Versus- Jessore Plastic Industries Limited and others
Allowed.
19
Md. Shafiqul Islam and others. -VERSUS- Nigom Builders Limited and others
Disposed of.
20
Mrs. Afroza Zaman and others. -VERSUS- Alhaj Mohammad Rubiul Islam and others
Dismissed.
21
Kochan Management Inc. (KMI) -Versus- AIIM Ventures Limited (AVL) and others
Allowed in part (Modification).
22
Muiz Khan (Ronnie) alias Ronnie Abdul Muiez. -VERSUS- The Registrar, Joint Stock Companies and Firms (RJSC) and others.
Dismissed.
23
Mr. Abul Kalam Azad and another. -Versus- Neptune Land Development Ltd. and others.
This Court, therefore, holds that for the purpose of maintaining an application under section 233 of the Companies Act, 1994, the qualifying requirement prescribed in section 195(a) must be satisfied by the applicants in their own capacity as registered members of the company. Shares standing in the name of a separate corporate entity cannot be treated as the shareholding of its individual shareholders. An indirect or derivative economic interest arising through shareholding in a corporate shareholder does not confer membership within the meaning of the Companies Act and cannot be reckoned towards the statutory threshold under section 195(a).
24
Ali Haider Ratan and another, -Versus - Khudeja Bhumukhi Farm Ltd., and others.
The materials on record disclose that respondent No. 3 admittedly executed a Power of Attorney before the Bangladesh Consulate in London on 19.10.2010 authorising respondent No. 2 to deal with matters relating to the Company, including her shareholding. Significantly, respondent No. 3 herself has produced before this Court a subsequent deed purporting to revoke the said Power of Attorney. In the ordinary course of law, a revocation necessarily presupposes the existence of a valid authority. Thus, the very reliance placed by respondent No. 3 upon the deed of revocation constitutes an admission that such authority had indeed been created.
25
South Express Limited. -Versus- Madina Enterprise and another
This court is of the view that since the respondents admittedly received notice of the arbitral proceedings, failed to appoint their arbitrator within the stipulated time, participated through solicitors without challenging the tribunal`s jurisdiction before the competent English court, and since no ground under section 46 of the Arbitration Act, 2001 was established, the learned District Judge exceeded his jurisdiction by reappraising the merits of the award, holding that the arbitrator committed errors of fact and law, and purporting to set aside the foreign arbitral award. The impugned order, therefore, cannot be sustained and the Award is entitled to recognition and enforcement under section 45 of the Arbitration Act, 2001.
26
SVC Jhilmil Residential BD Limited . -Versus- Rajdhani Unnayan Kartipakkha (RAJUK), represented by its Chairman, RAJUK Bhaban, RAJUK Avenue, Dhaka 1000 and others.
Differing, with the greatest respect, from the larger bench decision in Accom, this court is unable to subscribe to the reasoning adopted therein. In the considered view of this court, sections 7, 7A and 10 of the Arbitration Act, 2001 are capable of operating in aid of arbitral proceedings even where the juridical seat of arbitration is outside Bangladesh. Properly construed, these provisions are intended to facilitate and support the arbitral process by conferring limited judicial assistance, rather than by exercising supervisory jurisdiction over the arbitral proceedings themselves. Consequently, the invocation of section 151 of the Code of Civil Procedure, in place of section 10 of the Arbitration Act, 2001, as adopted in Accom, appears both unnecessary and unwarranted.
27
Bangladesh Textile Mills Association (BTMA). -Versus- Chan Chao International Co. Ltd. and others.
Arbitration Appllication Nos. 36/2025 and 44/2025 -dismissed; Arbitration Application No. 45/2025 -Allowed.
28
Mohammad Quyaum and another. -Versus- National Drug Co. Limited and others.
Allowed in part.
29
The State.-Versus- Md. Alamgir Hossain and others
Rejected
30
A.M. Mahmudur Rahman. -VERSUS- Uttara Club Limited and others.
Dismissed
31
Shaila Shelley Khan and others. -VERSUS- Premier Bank PLC and others.
Disposed of.
32
Md. Shahidullah and others. -VERSUS- Md. Monir Hossain and others.
Dismissed
33
Mercantile Insurance Company Limited. -Versus- The Government of the People’s Republic of Bangladesh and others.
Dismissed
34
Mrs. Shamsun Nahar and others. -VERSUS - Packstone Limited and others.
Dismissed.
35
Mosmmat. Morium Begum. -VERSUS - Marine Flour Mills (Pvt.) Ltd. and others.
Disposed of.
36
Transcom Beverage Limited, represented by its Managing Director. -Versus- TFG International S.r.l., represented by its President Mr. Daniele Pezzani, of Via Cavallotti, 21- 31015 Conegliano (TV) - Italy and others
Disposed of.
37
Md. Irshad Karim and anohter. -Versus- Registrar of Joint Stock Companies and Frims and others.
Disposed of.
38
Md. Saiful Islam. -Vs - Safina Park Ltd. and others.
Disposed of.
39
Md. Umar Ali Mollah and another. -Versus- Haji Ahmed Ali.
Discharged.
40
Salahuddin Ahmed and another. -Versus- Hasina Bewa being dead her heirs Md. Wahiduzzaman and others
Absolute
41
Mst. Amina Khatun and others. -Versus- Union Bhumi Shahakari Karmakarta and others
Discharged
42
Md. Emrul Hassan vs Govt. and others
43
Human Rights and Peace for Bangladesh and another vs Govt. and others
44
Luxman Chandra Shil being dead his heirs Pankaj Chandra Shil and others. -Versus- Jamuna Rani Sarker and others
Discharged.
45
Tapon Kumar Saha and others -Versus- Zudishtir Saha
Discharged.
46
Most. Mahfuza Begum -Versus- Mosa. Rezia Begum and others.
Discharged.
47
Md. Soaib Mollah and others. -Versus- Safayet Hossain and others
Discharged.
48
Md. Amir Ali -Versus- Md. Abdul Aziz and anohter.
Disposed of.
49
Md. Amir Ali and others. -Versus- Md. Shamsuzzaman and others.
Discharged.
50
Save the Children. -Versus- Padakhep Manabik Unnayan Kendra.
Dismissed