GHYASUDDIN AHMED Vs. Q.N. FARUQUE

JUDGEMENT

(1.) This appeal arises from, Matter No. 13 of 1985 and was decided by the Company Judge of the High Court Division, Dhaka (Mr. Justice Sultan Hossain Khan) on 20th November 1985.

(2.) On 17th April 1985 respondents filled an application under section 79(3) read with section 76 (3) of the Companies Act, 1913 praying, inter alia, for the following reliefs.

(3.) The Company was incorporated on 17th November 1983. Appellant is the permanent Managing Director of the Company. Respondents and another, namely, Farhad Ahmed Rafiq are the Members/Directors of the said Company. According to law, the first Annual General Meeting of the Company was to be held within 18 months from the date of incorporation, that is, within 16th May 1985. Respondents asked appellant to hold a meeting of the Board of Directors to discuss the affairs and business of the Company and its accounts who, however, refused to comply with this request. A meeting of the Board of Directors was called by appellant on 2nd September 1984. No appropriate agenda of the meeting was given Respondents, however gave a notice calling the meeting of Board of Directors on 30th September 1984. They however, went to the venue of the meeting at Aurangzeb Road, Dhaka on 2nd September 1984, but left the place as some outsiders were seen present there to participate in the meeting. According to respondents no meeting could, therefore, beheld that day. On the next day, that is, 3rd September 1984, the Board meeting called by respondents was held in which resolutions were passed curbing the powers of the Managing Director and appointing M/S. S.F. Ahmed & Co., Chartered Accountants as auditors of the Company. This meeting was not attended by the appellant. Litigations ensued between the two groups of share-holders.