MEGHNA PET INDUSTRIES LTD. Vs. MD. MOSTAFA KAMAL

JUDGEMENT

(1.) These two petitions for leave to appeal are directed against the common judgment and order dated 7th & 8th December, 2004 passed by a Division Bench of the High Court Division in Writ Petition Nos. 2173 & 1776 of 2004 making both the Rules absolute and the respondents were directed to delete the names of the writ-petitioners from the report of Credit Information Bureau (CIB) forthwith.

(2.) In Writ Petition No.1776 of 2004 the writ-petitioners' case is that they were the sponsor directors of Meghna PET Industries Ltd an enterprise of Meghna Group of Industries. The writ-petitioners and two others namely Mr. MF Kamal and Mr. Md. Zakaria were the directors of Meghna PET Industries Ltd. Meghna PET Industries Ltd. obtained loan from Saudi Bangladesh Industrial and Agricultural Investment Company Ltd (SABINCO), a public limited company to the tune of Taka 3 crore on 17'-12-1996 and this loan was secured by creating mortgage by way of security against the assets of Meghna PET Industries Ltd. and in addition thereto the writ-petitioners as directors of the said Company also stood personal guarantee to secure the said loan. Since the said loan was not repaid by the aforesaid borrowing company i.e. Meghna PET Industries Ltd. within 6 months of its being due as per the definition of the Bangladesh Bank, the said Company became the defaulting borrower company within the meaning of section 5(GaGa) of the Bank Companies Act, 1991. An agreement by way of Memorandum of Understanding (MOA) was reached on 16-2-2001 by and between the representatives of (a) Meghna PET Industries Ltd (b) Prime Edible Oil Ltd and (c) Meghna Cold Storage Ltd as the first party and the representatives of (i) Meghna Vegetable Oil Ltd (ii) Baghdad Vegetable Oil Industries Ltd and (iii) Mercantile Shipping Lines Ltd as the second party in presence of the representatives of SABINCO and Sonali Bank. By the said agreement the writ-petitioners subsequently transferred their entire shares in Meghna PET Industries Ltd to the other directors Mr. Md. Zakaria, Mr. Abu Taher and Mr. MF Kamal of Meghna PET Industries Ltd and thus ceased to be the directors of Meghna PET Industries Ltd. The further case is that pursuant to the said agreement the writ-petitioners acquired shares of the said Mr. Md. Zakaria, Mr. MF Kamal and Mr. Abu Taher in the aforesaid three companies, namely, Meghna Vegetable Oil Ltd., Baghdad Vegetable Oil Industries Ltd and Mercantile Shipping Lines Ltd. with the consent and concurrence of the said financial institution, SABINCO which granted loan to Meghna PET Industries Ltd By this arrangement the writ-petitioners ceased to be the shareholders and directors of Meghna PET Industries Ltd and in turn Mr. Md. Zakaria, Mr. MF Kamal and Mr. Abu Taher ceased to be the shareholders and also directors of Meghna Vegetable Oils Industries Ltd. Since the writ-petitioners ceased to be the shareholders and directors of Meghna PET Industries Ltd they ceased to be liable to repay the said loan to SABINCO even as guarantors. But Bangladesh Bank in disregard of this position not only included in the report of its Credit Information Bureau (CIB) the names of Meghna PET Industries Ltd. as substandard (ss) because of its failure to repay the outstanding loan but also included the names of the writ-petitioners as borrowers in relation to SABINCO.

(3.) In Writ Petition No.2173 of 2004 the case of the writ-petitioners are similar to their case in the aforesaid writ petition with some variation. Prime Edible Oil Ltd. and Meghna Cold Storage Ltd. obtained loan from Sonali Bank when the writ-petitioners were the shareholder directors of these two companies. The writ-petitioners as shareholder directors stood personal guarantee against the aforesaid loan. Although the writ-petitioners gave personal guarantee as share holders and directors of Prime Edible Oil Ltd. and Meghna Cold Storage Ltd against the said loan obtained by these two companies from Sonali Bank, they subsequently ceased to be liable even as guarantors to repay the said loan as they ceased to be the shareholders and directors of the said companies because of their transfer of shares from the said companies under the said agreement. Despite such factual position Bangladesh Bank has illegally included the names of the writ-petitioners in the report of its Credit Information Bureau (CIB) showing them as the defaulting borrowers. Because of the inclusion of their names in the report of the Credit Information Bureau of Bangladesh Bank, the writ-petitioners have become disentitled to any loan or financial assistance from any bank or financial institution as defaulting borrowers in view of section 27 KaKa (3) of the Bank Companies Act. Hence the petitioners filed these two writ petitions.