Case Number Parties Short Description
2
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.
3
Fazila Khatun and others.-Versus- Bangla Eastern Industries Limited and others
Allowed
4
Fazila Khatun and others.-Versus- Bangla Eastern Industries Limited and others
Dismissed
5
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.
6
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.
7
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.
8
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.
9
Nabila Mahmud and another. -Versus- Hamid Spinning Mills Limited and others
Allowed
10
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.
11
United Enterprises and Company Limited (UECL). -VERSUS- Registrar of Joint Stock Companies
Dismissed.
12
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.
13
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.
14
Md. Abdul Malek being dead his legal heirs Md. Monjur Morshed and others. -Versus- Jessore Plastic Industries Limited and others
Allowed.
15
Md. Shafiqul Islam and others. -VERSUS- Nigom Builders Limited and others
Disposed of.
16
Mrs. Afroza Zaman and others. -VERSUS- Alhaj Mohammad Rubiul Islam and others
Dismissed.
17
Kochan Management Inc. (KMI) -Versus- AIIM Ventures Limited (AVL) and others
Allowed in part (Modification).
18
Muiz Khan (Ronnie) alias Ronnie Abdul Muiez. -VERSUS- The Registrar, Joint Stock Companies and Firms (RJSC) and others.
Dismissed.
19
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).
20
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.
21
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.
22
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.
23
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.
24
Mohammad Quyaum and another. -Versus- National Drug Co. Limited and others.
Allowed in part.
25
The State.-Versus- Md. Alamgir Hossain and others
Rejected
26
A.M. Mahmudur Rahman. -VERSUS- Uttara Club Limited and others.
Dismissed
27
Shaila Shelley Khan and others. -VERSUS- Premier Bank PLC and others.
Disposed of.
28
Md. Shahidullah and others. -VERSUS- Md. Monir Hossain and others.
Dismissed
29
Mercantile Insurance Company Limited. -Versus- The Government of the People’s Republic of Bangladesh and others.
Dismissed
30
Mrs. Shamsun Nahar and others. -VERSUS - Packstone Limited and others.
Dismissed.
31
Mosmmat. Morium Begum. -VERSUS - Marine Flour Mills (Pvt.) Ltd. and others.
Disposed of.
32
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.
33
Md. Irshad Karim and anohter. -Versus- Registrar of Joint Stock Companies and Frims and others.
Disposed of.
34
Md. Saiful Islam. -Vs - Safina Park Ltd. and others.
Disposed of.
35
Md. Umar Ali Mollah and another. -Versus- Haji Ahmed Ali.
Discharged.
36
Salahuddin Ahmed and another. -Versus- Hasina Bewa being dead her heirs Md. Wahiduzzaman and others
Absolute
37
Mst. Amina Khatun and others. -Versus- Union Bhumi Shahakari Karmakarta and others
Discharged
38
Md. Emrul Hassan vs Govt. and others
39
Human Rights and Peace for Bangladesh and another vs Govt. and others
40
Luxman Chandra Shil being dead his heirs Pankaj Chandra Shil and others. -Versus- Jamuna Rani Sarker and others
Discharged.
41
Tapon Kumar Saha and others -Versus- Zudishtir Saha
Discharged.
42
Most. Mahfuza Begum -Versus- Mosa. Rezia Begum and others.
Discharged.
43
Md. Soaib Mollah and others. -Versus- Safayet Hossain and others
Discharged.
44
Md. Amir Ali -Versus- Md. Abdul Aziz and anohter.
Disposed of.
45
Md. Amir Ali and others. -Versus- Md. Shamsuzzaman and others.
Discharged.
46
Save the Children. -Versus- Padakhep Manabik Unnayan Kendra.
Dismissed
47
Lutfa Begum and others. -Versus- Most. Fozila Khatun Nesa and others.
Disposed of
48
Foyjul Haque Bhuiyan. -Versus- Md. Khorshed Alam Mallik (Tulu Mallik) and others
Discharged
49
Firoja Begum and others-Versus- Abu Motaleb being dead his legal heirs Begum Kulsum Akter and others
Absolute in part.
50
The State. -Versus- Md. Abdul Motin
Rejected