6866
"Crect reproduction
of the origlpal"
AS.!RAF -UL-ALAM
Asristant Bench Officer
Supremne Cout nt Bancla
Mio) tDiveaon, Dhan
IN THE SUPREME COURT OF BANGLADESH
HIGH COURT DIVISION
(STATUTORY ORIGINAL JURISDICTION)
Present:
Md. ToufiqInam, J:
Company Matter No. 1776 of 2025.
In the Matter Of:
An application under Section 81(2), Section 85(3)
read with Section 396 of the Companies Act, 1994.
In the matter of:
Jamil Ahmed
-And
.--- Petitioner.
No one appears.
-Versus
BANGLADESH NAXIS CO. LTD., and another.
Respondents.
Mr. Kazi Mehedi AlAmin, Advocate
.---- For the Petitioner.
For the Respondents.
Heard and Judgment delivered On: 12.10.2025.
This is an application filed by the petitioner under sections 81(2),
85(3) and 396 of the Companies Act, 1994, praying for condonation
of default in holding the Annual General Meetings (AGMs) of the
respondent No. 1-company for the calendar years 2023 and 2024
within the statutory period, and for necessary directions of this Court.
The petitioner is the Managing Director of the Respondent No. 1
Company which is a private company limited by shares incorporated
on 09.09.2019 under Registration No. C-154959/20 19 under the
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Companies Act, 1994. Since its incorporation, ali the Annual General
Meetings (AGMS) till 2022 have been duly held. The first Annual
General Meeting (AGM) of the Respondent No. Company was held
on 31 Decemiber, 2020 and the 3rd (last) AGM of the Company was
held on 31 December, 2022.
The auditors of the Company of the petitioner could not prepare the
accounts of the said Company for the years ending 30 June 2023 and
2024 in time and as a result, the shareholders of the Company could
not hold 4th and 5th Annual General Meetings (AGMs) of 2023 and
2024. As a result, it was impracticable to call, hold and conduct
AGMs for the years of 2023 and 2024. However, on 20 April 2024
and 24 March 2025, the auditors of the Company of the petitioner
have prepared the Audit Reports for the year ended 30 June 2023 and
2024 respectively.
The petitioner has filed an Affidavit of Complience enclosing copies
of notices duly published ia the newspapers as directed by this Court.
Despite such publication giving due notice of the presentation of this
matter before the Court. none has appeared to oppose the application.
Upon hearing the learned Counsel for the petitioner and upon perusal
of the application, affidavit, and annexures filed therevwith, this Court
proceeds to decide the matter on merit.
*Correct reproduction
of thepriginal"
ASHRAFU ALAM
ii.tnntPntOficer
Supremo Cou
That under section 81 of the Companies Act, 1994, the petitioner
'ompany was under astatutory obligation to hold its Annual General
Meeling (AGM) within the prescribed time for each relevarnt year.
Tlowever, the company failed to convene its AGMs within the
stipulaled period owing to circumstances beyond its control,
including, inter alia, The company, however, failed to convene its
AGMs within the stipulated period owing to causes beyond its
control, including, inter alia, financial and logistical constraints,
political unrest,and the auditors of the company could not prepare the
accounts of the company for the year ending 30.06.2023. These
procedural and technical delays collectively resulted inthe company's
inability to hold the AGMs and to submit the statutory returns to the
Registrar of Joint Stock Companies and Firms (RJSC) within the
prescribed period.
Such failure, in the view of this Court, was bona fide, unintentional,
and occasioned by sufficient cause within the meaning of sections
81(2), 35(3), and 396 of the Companies Act, 1994. It funiher appears
that convening an AGM without duly verified and audited accounts
would have been contrary to law, and the petitioner as well as the
compaiy acted prudently in refraining from doing so until full
statutory compliance could be ensured.
Although the default in holding AGMs may attract penalty under
section 82 of the Companies Act, 1994, noproceedings have yet been
initiated by the RJSC. The petitioner-company has, however,
voluntarily expressed its willingness io make a contribution to a
charitable cause as a gesture of bona fide conduct and sincere
compliance with the requirements of law.
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Accordingly, this Court finds merit in the application. The application
is, therefore, allowed, subject to the following terms and conditions:
i)
ii)
The defaults in holding the Annual General Meetings of
the company within the time p1 2Scribed under the
Companies Act, 1994 are hereby condoned.
The company 1s permitted to convene and hold its
pending AGMs within sixty (60) days on receipt of this
judgment, upon due compliance with law.
iii) The company and its responsible officers are exempted
from statutory penalty under section 82 of the Companies
Act, 1994 for the said default. However, as an act of bona
fide, the company shall donate a sum of Tk. 50,000/
(Taka fifty thousand only) by Pay Order in favour of
«Jafrabad Jamia Arabia Kasemul Ulon Madrasha,
"Correct reproduction
of the original"
ASHRAF-UL-ALAM
Ass1stant Bench Offic,er
rign Court DivIsicn, Dnaka.
Read By:
iv)
Exd. By:
V)
vi)
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Chandpur. Upon submission of proof of such payment,
this order may be drawn up, if so prayed for.
22-1-2S
The company shall file a copy of this order together with
the notice of AGMs with the RJSC within fifteen (15)
Cupreme Court of Bargadesh petitioner-compan.
days from the date hereof for record and necessary
action.
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Compose By: Saifut Islam.
This order is passed without prejudice to the rights and
claims of the shareholders and subject to compliance
with all other applicable provisions of law.
The cost of this application shall be borne out of the funds of the
The company shall file with the RJSC the resolutions
passed in the AGMs, along with all relevant
documentation, in due course in compliance with law.
27-1e.48
27io 25
lo.
Md. Toufiq Inam