Corporate Legal Solutions

Md. Nazrul Islam Khan

Md. Nazrul Islam Khan is a corporate and commercial lawyer of the Supreme Court of Bangladesh and the Head of Corporate Legal Solutions (CLS).

Since 2012, Mr. Khan has been serving and advising large and established business groups in Bangladesh, providing legal counsel on complex corporate, commercial and regulatory matters. Over the years, he has developed extensive experience in advising businesses operating in diverse sectors and in handling matters where significant commercial interests, complex corporate structures and intricate legal issues intersect. Read More

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Article on Annual General Meeting of Companies

Dividend: A Rational Expectation of Investors

Uniform Dissemination of Price Sensitive Information

Capital reduction of companies: Safeguarding interest of creditors and minority shareholders

Amalgamation of companies: Public interest should be the deciding factor

Inability to settle debts and accountability of companies

Discretion of Court to liquidate companies

Non-holding of AGM: a root cause of survival crisis of companies

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Lawyers

Md. Faruk Reza

Advocate, Supreme Court of Bangladesh

Md. Moniruzzaman Khan

Advocate, Dhaka Judge Court

Md Ajmain Inkyad Bhuiyan

Associate

Admiralty Cases

Since there is no Ordinary Original Civil Jurisdiction or Extra-Ordinary Original Civil Jurisdiction of this court to-day, part IX and Order XLIX of the Code are practically useless. It should further be remembered that the juris- diction exercised by this court under the Admiralty Act, Court the Companies Act and other statutory pro- visions are neither Ordinary Original Civil Jurisdiction nor Extra-ordinary civil Jurisdiction of this court rather they are Special Statutory Jurisdiction of this Court and the actions initiated under those laws are governed by the respective statutes and the rules framed thereunder. We have already seen that the jurisdiction exercised by this court as Admiralty Court emanates from the statute and the procedure is governed by the Rules framed thereunder. Thus Rule 35 of the Admiralty Rule will prevail over the provisions of the Code. Besides, the provisions of Part IX and Order XLIX of the Code have no manner of application to the instant cases, as the Admiralty Jurisdiction is completely different from both Ordinary Original Civil Jurisdiction of the erstwhile High Court. In Rule 3 of the Admiralty Rules it has been provided that a suit shall be instituted by a plaint drawn up, subscribed and verified according to the provisions of the Code and excepting as provided in Rule 3, there is nothing in the Rules which made the Code applicable for any other purpose in a proceeding in suit brought before the Admiralty Court. Provision of Rule 51 is very clear and it can not be construed to say that it makes the Code applicable to Admiralty Suit. Thus I do not find any force or substance in this argument.

Ref: 10 M.L.R(HC)(2005) -212

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Company Cases

Since section 17 of the Bank Companies Act is concerned with the subject matter of vacancy of the office of directors which is an additional occasion for vacancy other than those contained in the Companies Act, 1994 and since the entire scheme of the said Act is to bestow upon the Bangladesh Bank a strong regulatory power over the functioning and business of Bank Companies, it is enough if the offending director is intimated in a notice under section 17 of the said Act that he has a personal liability to repay a loan of the kind described in section 17 and that on the date of notice the loan remains unliquidated upon expiry of the stipulated date of repayment of either the whole loan or an instalment thereof and the offending director will place all his grievances against the show cause notice to the Bangladesh Bank which will decide the matter.

Ref: 4 B.L.C(AD)(1999) -180

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Arbitration

It can at best be said that the cause of action under sub-section (2) of section 8 would not arise until the expiry of 15 clear days from the date of service of the notice, because an agreement between the parties on the question of the appointment of a new arbitrator on any day within the said period will take away the jurisdiction of the Court to intervene. An application filed before the expiry of the said period may thus be regarded as premature in that particular circumstance, and the application may be dismissed, if it is taken up for hearing before the expiry of the said period. If however, the party served with the notice, does not communicate his concurrence within the said period on the question of the selection of an arbitrator, the application which was previously filed would be deemed to be perfectly in order after the expiry of the said period. The acquisition of jurisdiction by the Court is dependent upon the failure of the parties to reach an agreement within the specified time, and not on the application which may be filed to invoke the said jurisdiction, as that is obviously a matter of procedure.

Ref: 28 D.L.R(AD) (1976)- 22

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Online Program On Company Law

An online program namely ‘Nitty-Gritty of Company Law’ has been going on and the Head of Chamber has been conducting the classes.

Basic Features:

It’s an online program on Company Law through Zoom apps.
25 classes in 02 months.
Discussion shall be in the light of judgments of passed by the apex courts of Bangladesh, India, Pakistan and UK.
Lecture sheet and copies of judgments will be provided.

Areas of Practice

The basic areas of practice are as follows:

Arbitration
Aviation
Constitutional Law
Shipping Law
Company Law
Commercial contract / tender/ project finance

Customs Law
Intellectual Properties
Land / Real Estate
Medical Negligence
Power and Energy