KHALEDA RAHMAN Vs. INTEGRATED SERVICES LIMITED

JUDGEMENT

(1.) This appeal is directed against order dated 12-5-99 passed by the learned Subordinate Judge 1st Court, Dhaka in Title Suit No. 116 of 1999 who by the said order restrained the appellants by an order of ad interim injunction from interfering and disturbing with the business, administration and management of the plaintiff No.1 company and from giving effect to the resolution of the Board Meetings dated 15-4-99 and 28-4-99 of plaintiff No. 1 company and the defendant No. 1 was restrained from acting and functioning as Managing Director or Director of the company pursuant to the Board Meetings of the company held on 28-4-99 and 22-2-1999 till the hearing of the injunction matter.

(2.) The short fact leading to this appeal is that the respondents instituted Title Suit No. 116 of 99 in the 1st Court of Subordinate Judge, Dhaka on l2-5-1999 alleging, inter alia, that respondent No. 1 is a private limited company which was registered on 3-4-1993 and the same is engaged in the business of rural telecommunication network and mobile telephones and respondent No. 2 is the Founding Managing Director of the said respondent No. 1 company and respondents 3 and 4 are Directors of the said company. Their further Case is that Kranti Associates Limited and respondent No. 2 are the share holders of respondent No.1 Company which is joint collaboration project with a Malaysian company which set up Sheba Telecom Ltd. to carry on business in the field of telecommunication network and mobile phones. It is also the Case of the respondents that respondent No. 1 company has 8 Directors; of which appellant is not a director and respondent Nos. 2-4 are minority share holders as against the appellants. The appellants No.1s Case is that she is a housewife and a Director of respondent No. 1 company and appellant No. 2 as the chairman of respondent No. 1 company presides over the Board Meetings only but has no other function as per Articles of Association of the company and it is the Case of the plaintiffs that appellant No. 1 is the sister of the appellant No. 2 who is an ambitious lady with designs to control the company. Though she did not attend any general meeting or Board Meeting after the company was set up yet she used to disturb the functioning of the company in the name of her husband and brother and she is attached with a Non Government Organisation. These appellants are engaged in a conspiracy to misappropriate the funds of Sheba Telecom Limited and wanted to wind up the respondent No.1 Company. The respondent time and again requested the appellants to call a General Meeting of the company and issued a notice to hold Extraordinary General meeting of the company on 7-2-98 and all the share holders and the Directors received the notice. This meeting was held on 22- 2-1998 and it was resolved that appellant No.1 is no longer a Director of the respondent No.1 company as she was absent from three consecutive Board Meetings and some other important decisions were taken and it was also decided to amend the companys Memorandum and articles of Association. The copy of the resolution dated 22-2-98 was forwarded to the Directors and shareholders of the company but none raised any objection to that. Though appellant No. 1 is no longer a Director of the company she in connivance with her brother appellant No. 2 called a Board Meeting by notice dated 8-4-1999. Wherein respondent No. 3 sent a written objection to the appellant No. 2 against the said notice. That meeting was held illegally wherein the present respondent No. 2 was not present and accordingly, the meeting was adjourned to 28-4-99. Wherein some resolutions were passed removing the respondents 2, 3 and 4 from post of Managing Director, Director Company Secretary and Director of the company respectively and it is also the Case of the plaintiff that appellant No.1 wrote to respondent No. 2 on 2-5-99 asking him to hand over all papers and documents of the company on or before 9-5-99. Thereafter the respondents instituted the present suit praying for certain declarations and also filed an application under Order 39 rule 2 of the code of Civil Procedure praying for temporary injunction and the learned Subordinate Judge directed for issuance of a notice and also granted an ad interim injunction as aforesaid. The present appellants on being aggrieved by this order of ad interim injunction preferred this appeal.

(3.) This appeal was presented on 18-5-99 and admitted on 23-5-99 on which date the respondents entered appearance by filing vakalatnama through Mr. Zakir Hossain Advocate and as the matter was thought to be urgent it was placed in the list for hearing on 31-5-99 at the top of the list subject to anything part heard.