An appraisal of minority shareholders protection in Bangladesh
The concept of protection for the minority shareholders has occasioned as a result of majority shareholders’ abuse of their position and power, causing adversities tow minority shareholders. In order to tackle this issue, almost every jurisdiction around the world, including Bangladesh, has enacted legislations which offers protections to minority shareholders. The concept has been influenced in Bangladesh by English jurisprudence and is contained within Section 233 of the governing company law statute, Companies Act 1994. Nevertheless, the protection offered in Bangladesh comprises of lapses and deficiencies and has attracted sever criticisms. However, despite the criticisms, the provision is yet to be amended. Furthermore, the approach undertaken by the judiciary of Bangladesh when interpreting Section 233 of Companies Act 1994 has been to strictly abide by the wordings of the provision. At the backdrop of the present concerns, it is best if this provision is made part of the reform process of the Companies Act 1994.
One of the most common type of affairs taking place within limited companies all over the world is the dispute between majority and minority shareholders. The tales of minority and majority shareholders is analogous to the story of Goliath and David, a story referred in the biblical book of Samuel: Goliath, the giant and all powerful represents the majority shareholders while David being a boy looking after sheep depicts the minority shareholders. However, the distinction with the story of David and Goliath lies in the fact that like David, the minority shareholders are not able to easily defeat the majority shareholders, Goliath. David is believed to have received the help of God in his combat with Goliath, however, minority shareholders are deprived of any such help. The aid offered to the minority shareholders is strictly limited to the wording of the company law legislations and the interpretations of those legislations provided by the Honourable Benches of the Courts.
In most of the cases, it is submitted that minority shareholders are not accorded with justice. Although, the cause of unfairness to minority shareholders stems from actions of majority shareholders, the blame and liability have always been directed towards the legislations seeking to protect minority interests. This has caused company law legislations to go through several amendments in order to ensure that the protection provided to the minority shareholders is not insufficient. However, despite several efforts, the provisions within company law statutes are still subject to censure and criticisms. This is largely because of ethos of Company law which regards the will of the majority shareholder to prevail in matters of dispute between majority shareholders and minority shareholders. This rule, which was founded in the case of Foss v Harbottle has two strands: it “firstly, precludes a shareholder from bringing an action to pursue wrongs which has been done to the company. Secondly, where there are irregularities in the way the company is run, and also in many cases where Directors are in breach of their duties, the majority shareholder in general meetings may, by ordinary resolution, ratify what has been done. In those circumstances the court will not allow a minority shareholder to bring an action perusing a matter which it is competent for the majority to approve on behalf of the company.” As a result of this concept, majority shareholders are able to cause significant grievance to minority shareholders by taking certain decisions and/or acting in a manner which may directly or indirectly adversely impact the interest of the minority shareholders.
In order to critically scrutinise the protection offered to minority shareholders by company law legislations, it is important for us to understand the meaning of minority shareholders. The Law Dictionary classifies an equity holder as a minority shareholder if he or she has less than 50% (fifty percent) ownership of the firm’s equity capital, having no vote in the control of the firm. Google gives a similar definition defining a minority shareholder as a shareholder owning less than half of a company’s total shares.
The definitions are indicative of the fact that minority shareholders do not possess a position of strength in the company. This has been astutely recognised by Senior Advocate Dr. Kamal Hossain in his submission in the case of Faruk (Md) v Abdul Hamid and others (“Faruk”) where he stated “Only 10% shareholders cannot ride roughshod over the rights of the majority 90% shareholders.” By reference to 10% shareholders, he was implying minority shareholders. It will be seen in the subsequent paragraphs that 10% of shareholdings is an identifying feature of minority shareholders within the jurisdiction of Bangladesh.
The definition of minority shareholders coupled with the statement of Senior Advocate Dr. Kamal Hossain necessitates protections to be accorded to minority shareholders. The governing company law legislation in the People’s Republic of Bangladesh (“Bangladesh”), Companies Act 1994 (“CA 1994”) have provided protection to minority shareholders by virtue of Section 233(1) of CA 1994 combined with Section 195 of CA 1994. The aggregate effect of the two provisions allows members holding not less than one-tenth of the shares in case of a company having a share capital, and members not less than one-fifty in number of the person in case of a company not having a share capital, to either individually or jointly bring to the notice of the court by application that- (a) the affairs of the company are being conducted or the powers of the directors are being exercised in a manner prejudicial to one or more of its members or debenture holders or in disregard of his or their interest; or (b) the company is acting or is likely to act in a manner which discriminated or is likely to discriminate the interest of any member or debenture holder; (c) a resolution of the members, debenture holders or any class of them has been passed or is likely to be passed which discriminates or is likely to discriminate the interest of one or more of the members or likely to debenture holder. The applicants can also pray for such order, as in his or their opinion, would be necessary for safeguarding his or their interest and also the interest of any other member or debenture holder.
The intriguing aspect of Section 233(1) of CA 1994 is that although the heading of this section – Protection of Minority Interest – and the beginning portion of the section – Power of Court to give direction for protection interest of the minority – makes reference to minority shareholders, the spirit of the provision does not make its application strictly limited to minority shareholders. Nevertheless, judicial opinions clarify that this provision is intended to protect the interest of the minority shareholders. In the case of Moksudur Rahman, son of late Al-haj Syedur Rahman and another v Bashati Property Development Limited, and others (“Moksudur Rahman”), Kazi AT Manowaruddin J stated that “the provision of section 233 of our Companies Act, 1994 appear under a heading “Protection of Minority Interest”” and “the body of the section also begins with the words “Power of Court to give direction for protecting interest of the minority.” Accordingly, the reasonable construction would be that section 233 is meant for the protection of minority share-holders’ interest only.” This interpretation is fortified by the decision of the High Court Division of the Supreme Court of Bangladesh (the “High Court”) in the case of MA Gafur v Registrar of Joint Stock Companies and Firms and others (“MA Gafur”) where Md. Rezaul Hasan J opined that: “It is to be noted here that the jurisdiction under section 233 of the Act is regulatory and preventive in nature and this jurisdiction is to be exercised to protect the interest of the minority shareholders from being prejudiced by the majority shareholders as well as to prevent mismanagement as regards the affairs of the company, either by majority of the members or by the directors of the company…”
Despite the judicial opinions indicating that Section 233 of CA 1994 is for minority shareholders protection, it is highly regretful that neither the provision nor the Act defined minority shareholders. This has created an air of perplexity. On top of it, protection is only accorded if applications are made by members holding not less than one-tenth of the shares in case of a company having a share capital or by members not less than one-fifty in number of the person in case of a company not having a share capital. Such a threshold which lays down a floor rather than a ceiling raises eyebrows since theoretically speaking, members constituting majority can also take benefit of this provision. This connotation supports the contention of Senior Advocate AF Hasan Arif in Moksudur Rahman that “even majority share-holders may file an application under section 233 of the Companies Act, 1994 provided it is otherwise maintainable.” It was argued by Senior Advocate AF Hasan Arif in Moksudur Rahman that a petition field by 50% share-holders of the company is maintainable under Section 233 of the CA 11994 and if there was any maximum limit, this would have been specifically provided by the relevant section.
The absence of a definition of minority within the statute requires us to examine the interpretations of Section 233 of CA 1994 by the judiciary of Bangladesh. However, before understanding what constitutes minority in the eyes of CA 1994, it is imperative for us to clarify the threshold of locus standi of Section 233 of CA 1994. It may seem plain and simple since in case of a company having a share capital, applications must be made by members holding not less than one-tenth of the shares whereas in case of a company not having a share capital, applications must be made by members not less than one-fifty in number of the person. It is true that the threshold is pretty simple but that is only with regards to applications made by members from companies not having a share capital. As for companies having a share capital, the air is not so clear: it cannot be said with certainty whether 10% shareholding threshold implies 10% of paid up capital in the company.
This confusion was clarified by the case of Manzurul Islam (Md) v ATN News Limited and others (“Manzurul Islam”) where Md Rezaul Hasan J provided the following interpretation of Section 233 of CA 1994: “A mere perusal of the provisions of section 195 (Ka), using the words “ইস্যুকৃত শেয়ার–মূলধনের” and than “অন্যুন এক–দশমাংশের সমপরিমাণ শেয়ারধারী সদস্যগণের আবেদন ক্রমে” instead of “ইস্যুকৃত এক–দশমাংশের শেয়ারধারী সদস্যগণের আবেদনক্রমে” clearly signifies that the member(s) who should apply under section 233(1) of the Act must be one who holds shares equivalent to share capital that represents not less than one-tenth of the paid up capital in the company. This section 195 (ka) cannot be read in a way as if the words “ইস্যুকৃত শেয়ার–মূলধনের” are not there. The intention is not using “ইস্যুকৃত শেয়ারের–মূলধনের অন্যুন এক–দশমাংশের সমপরিমাণ শেয়ারধারী সদস্যগণের” instead of “ইস্যুকৃত শেয়ার–মূলধনের অন্যুন এক–দশমাংশের শেয়ারধারী সদস্যগণের আবেদন ক্রমে” makes clear the intent and purport of the law makers, so far as the right to present an application under section is concerned.”
His Lordships further submitted that: “…in my considered view, only those share-holders who have shares, representing not less than one-tenth of the paid up capital of the company, has locus standi to present an application under section 233 of the Act. This will be more evident from the provision of Rule 59 of the Companies Rules, 2009, that requires the facts to be stated in an application to be filed under Section 233(1) of Act. Rule 59 requires that “the application shall show how the petitioners constitutes the number required to file an application under that section” and further provides that, “where the company has a share capital the application shall state whether the petitioners(s) have paid all calls and other sums due on their respective shares”. Thus, provisions of subsection (Ka) of section 195 read with Rule 59, quoted herein before, abundantly make it clear that only those persons having shares equivalent to not less than one-tenth of paid up capital in the company (instead of holding bare unpaid issued shares) can present an application under section 233 of the Act. Any other interpretation of these provisions would lead to absurdity, frustrate the purport of imposing pre-condition in section 233(1) of the Act, subject to which an application can be presented under that section. The holder of mere issued shares, which does neither constitute nor represents not less than 10% of the paid up capital, has no locus standi to present an application under section 233(1) of the Act. In deed, a share holder, who has not paid a single penny in the capital of a company, having share capital, has no pecuniary or other interest in that company and question of his/her interest being prejudiced is absurd and remains to be a hypothetical one.”
As for the definition of minority, a thorough study of the reported cases filed under Section 233 of CA 1994 has revealed that the judiciary has not provided a definition of the term “minority”. The approach that is being undertaken by the judiciary of Bangladesh is to state, on the basis of a given facts and circumstances, whether the applicant is a minority for the purposes of Section 233 of CA 1994. For instance, in the case of Syed Al Nesar Ahmed, MD, United Food Complex Ltd v Nafisa Choudhury and others (“Nafisa Choudhury”) the minority shareholders held approximately 19.5% shares and in Nahar Shipping Lines Ltd v Homera Ahmed and others (“Nahar Shipping”), the petitioners accounted for a total of 27.06% shares. In both the cases, they have satisfied the minimum threshold of 10%. On the other hand, in Moksudur Rahman, the petitioners held 50% shares and fulfilled the minimum threshold requirement of 10% but were treated not to be minority shareholders for the purpose of Section 233 of CA 1994. Kazi AT Manowaruddin J was of the view that “the petitioners, having holding 50% of the shares cannot be said to be minority share-holders. Accordingly, the petitioners are not entitled to invoke the jurisdiction of the court under section 233 of the Companies Act, 1994.” This is questionable in light of the following statement made by Delhi High Court in the case of Suresh Kumar Sanghi v Supreme Motors Ltd. And Others (“Suresh Kumar”): “The shareholding being equal, no group can be said to be either belonging to the majority or the minority group of shareholders.”
Furthermore, interestingly, a petition by an individual holding 40% of the shares was allowed in the case of Shahadat Hossain (Md.) v Base Textile Ltd (“Base Textile”) even though there were only three subscribers to the company and the other two shareholders held 40% and 20% shares of the company respectively. It is perplexing that the same division of the Supreme Court of Bangladesh allowed an application representing 40% of the shares of the relevant company in one case while it rejected a petition where the application came from 50% of the shareholdings. In both the cases, the minimum threshold was satisfied and in the absence of statutory or judicial definition of minority for the purposes of Section 233 of CA 1994, it attracts concerns as to why these two cases have been treated in contradicting manners. The distinguishing feature is perhaps that in Moksudur Rahman, the petitioners accounted for half of the shareholdings of the relevant company whereas in Base Textile, the shareholdings were less than 50%, i.e. not half of the shares of the company. This analysis adds a maximum limit to the threshold limb. Thus, it can be safely concluded that the judiciary of Bangladesh regards an application under Section 233 of CA 1994 to if maintainable if the application is represented by shareholders having more than 10% and less than 50% of the total shares of the concerned company.
The minimum threshold of 10% adopted in CA 1994 seems tenable in the sense that removal of the threshold would open the flood gates. Nevertheless, it is doubtful as to whether it is justifiable: it does not do justice to cases where there are only two shareholders and the minority shareholder holds less than 10% of the total shares. This raises the question as to whether the threshold is necessary. The only justification for the threshold is the floodgate argument. Senior Advocate Akthar Imam in a Corporate & Commercial Law conference hosted by Think Legal Bangladesh on May 5, 2018 opined that floodgates should be opened if it is in the interests of justice. “In previous legislation there was no express provision for protection of the interest of the minority share holder. The concept for protection of the interest of the minority was methodically imported from English Jurisdiction.” Thus, since the United Kingdom has done way with the threshold requirement, Bangladesh should adopt a similar approach. The current benchmark provided in Section 233 of CA 1994 is clearly irrational as those who hold less than 10% of the total paid up capital in a company are not left with any remedy.
At present, petitioners need not only to fulfil the minimum threshold requirement of 10% but also need to establish that (a) the affairs of the company are being conducted or the powers of the directors are being exercised in a manner prejudicial to one or more of its members or debenture holders or in disregard of his or their interest; or (b) the company is acting or is likely to act in a manner which discriminated or is likely to discriminate the interest of any member or debenture holder; (c) a resolution of the members, debenture holders or any class of them has been passed or is likely to be passed which discriminates or is likely to discriminate the interest of one or more of the members or likely to debenture holder. An ideal interpretation of the aforementioned portion of Section 233(1) of CA 1994 has been provided by Md Joynul Abedin J in ABS Safdar v Bangladesh (“Safdar”). His Lordships opined that: “A member or members holding minimum 10% shares in the company may apply to the Court by a petition under section 233 of the Companies Act provided he or they can successfully show that the company’s affairs are being or have been conducted in a manner infringing or prejudicially affecting the interest of its members generally or some of its members including the petitioner or that any actual proposed act or omission of the company including any act or omission on its behalf is or would be perilous to the interest of such shareholders. If act or omission of directors is such which is fraudulent in character or when the majority endeavor directly or indirectly to appropriate to themselves money, property or advantages which belong to the company or in which other share holders are entitled to participate, the petitioner or petitioners are entitled to a relief in this section. The petitioner must however show the infringement of his right or any other oppression suffered by him in the matter of his interest in his capacity as a member, and not as a director.”
The interpretation provided in Safdar is praiseworthy; however, in order to have a useful insight into Section 233 of CA 1994, it is imperative to make a comparative analysis of corresponding provisions of other jurisdictions, in particular Sections 459 of English Companies Act 1985 (“ECA 1985”), Section 397 of the Indian Companies Act 1956 (ICA 1956”) and Sections 260 of the Australian Companies Act 1989(ACA 1989). The word that shall be subjected to comparative analysis with the aforementioned provisions is “prejudicial” clause (a) of subsection 1 of Section 233 of CA 1994.
Section 459 of the ECA 1985 is based upon the concept of “unfairly prejudicial” which was considered by the case of Re BSB Holdings Ltd; London Merchant Securities plc v Chargeurs SA and others. to be wide and general. The same case also opined that the general application of the provision does not allow exhaustive categorisation of the circumstances in which it cannot be applied. Neil LJ in Re Saul D Harrison & Sons PLC provided a guideline in relation to application of Section 459 of ECA 1985 which has been summarised in the following manner: “(1) The words “unfairly prejudicial” are general words and they should be used flexibly to meet the circumstances of the particular case. (2) Th section giving relief should be allowed to become an instrument of oppression nor to stifle managerial decisions. (3) The relevant conduct of commission and omission must relate to the affairs of the company of which the petitioner is a member. (4) Prejudicial conduct means causing prejudice or harm to the relevant interest. (5) Unfairness can arise out of a breach of the petitioner’s legal rights, i.e. those in the memorandum and articles of association or arising out of the fiduciary duties of directors, or the petitioner’s legitimate expectations. (6) Serious mismanagement of a company; business can constitute unfairly prejudicial conduct. (7) Directors exceeding their powers or exercising them for some illegitimate or ulterior purpose would allow a shareholder to complain”
As far as Section 397 of ICA 1956 is concerned, the crucial words leading to relief are “a manner oppressive to any member or members”. This is based on the concept of oppression, and the conduct required by this provision has to be burdensome, harsh and wrongful.
With regards to Section 260 of ACA 1989, remedies are provided against any person engaged in the affairs of the company and this “any person” includes the directors, majority shareholders, substantial shareholders as well as the company itself since a company is a legal person. The operative words of this provision are “affairs of the company” which must be conducted in an oppressive, unfairly prejudicial, or unfairly discriminatory or contrary to the interests of the members as a whole. Section 53 of the ACA 1989 has defined “affairs of the company” in the following manner: “The promotion, formation, membership, control, business, trading, transaction, and dealings, property, liabilities, profits and the income, receipts, losses, outgoing and expenditure; The internal management and proceedings and the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the body corporate or to dispose of, or to exercise control over the disposal of, such shares.”
In Bangladesh, the “starting point of the inquiry by the Court on an application by minority must be words of section 233 itself. The word “prejudice” is wider and general than the words “unfairly prejudicial” used in the English and Australian sections. The circumstances in which this will apply cannot therefore be categorised.”
As for clause (b) and (c) of Section 233(1) of CA 1994, the word that requires perusal is “interest”. Md Joynul Abedin J has immaculately explained interest of a member for the purpose of Section 233 of CA 1994 in Safdar. His Lordships observed that: “A member will have a general interest in maintaining the value of his shares. A member of a company will be able to bring himself within the section if he can show that the value of his shareholding in the company has been seriously diminished or at least seriously jeopardized by reason of a course of conduct on the part of those who have de-facto control of the company, which has been unfair to the member concerned.
Generally speaking, therefore, a member may be said to have an interest in the competent management of the company, its profitability, its dividend policy, etc. All these will have a direct effect on his financial interest as a share-holder and upon the value of his share. The act or omission by the majority shareholders, who are in defacto control of the company, affecting or destruction of the interest of the shareholders generally including the petitioners as a minority shareholder is normally in question by a petition under section 233 of this Act.
It is clearly established that a company and its shareholders are of two separate and distinct entities, Saloman vs Saloman & Co., (1897) AC 22. It is also established that even the majority shareholders cannot appropriate to themselves money, property, or advantages which belong to the company or in which other shareholders are entitled to participate, Burland vs Earle (1902) AC 83. Such conduct amounts to a fraud on the minority and cannot be ratified. The Privy Council refused to permit the general meeting to rectify such conduct, Cooks vs Deeks (1916) 1 AC 554. A malafide exercise of powers by the directors affecting the interest of the company as well as the shareholders generally is not ratifiable. Even if the company is deprived of its assets because of the majority shareholders approving such action, this would be in itself a fraud on the minority.”
In assessing an application under Section 233 of CA 1994, the main function of a Court is “not to see whether fraud is committed but whether the resolutions adopted are unfair to the company and the minority shareholders.” “There must be a causal nexus between the misconduct relied upon and the effect upon the applicant.” In Bangladesh, CA 1994 necessitates directors of a company to have some shareholding of the same company, and thus it must also be seen that an applicant seeking remedy under Section 233 of CA 1994 has been victimised in the capacity of a member and not as a director since “the section specifically protects interests of the minority shareholder/shareholders when prejudiced and discriminated against and it does not protect the interest of the director, however, prejudiced or discriminated by the way the company is conducted.” Although, “instances might be there when the member’s interest as a shareholder and his interest as a director are intermingled” and “in such a case an application under section 233 will be successful only if the member’s interest as a shareholder is distinctly divisible.”
The grounds for bringing under Section 233 of CA 1994 appears to have been fittingly applied and interpreted by the courts of Bangladesh. This portion of the provision does not seem to be of much concern. At this juncture, it is important to discuss the powers of the courts under Section 233 of CA 1994. Section 233(1) of CA 1994 begins with “Power of Court to give direction for protection interest of the minority” and subsection 3 of Section 233 of CA 1994 explains the extents courts’ powers: “If after hearing the parties present on the date so fixed, the Court is of opinion that the interest of the applicant or applicants has been or is being or is likely to be prejudicially affected for reasons specified in the application, it may make such order as prayed for or such other order as it deems fit including a direction- (a) to cancel or modify any resolution or transaction ; or (b) to regulate the conduct of the company’s affairs in future in such manner as is specified therein. (c) to amend any provision of the memorandum and articles of the company”. The significance of this power of the courts can be derived from subsection 4 of Section 233 of CA 1994 which restricts companies from making any amendment or taking any action inconsistent with the order given by the Court, without the leave of the Court.
Md Awlad Ali J in Nafisa Choudhury v United Food Complex Ltd. and another (“United Food”) identified that the courts are given a wide power under Section 233 of CA 1994 and commented that “… the Court can make any just order beyond the relief sought for, to bring the affairs of the company to its right track to safeguard the interest of the minority shareholders. The Court’s power is very wide in that regard.”  However, it is to be noted that the power of the courts in this regard is limited to the wordings of subsection 3 of Section 233 of CA 1994. This is evident from the observations of Md Rezaul Hasan J in MA Gafur: “section 233 has invested this court with wide powers to pass appropriate orders as permitted by the clauses (a) (b) and (c) to sub-section (3) of section 233 of the Act”.
In relation to grant of remedy under Section 233 of CA 1994 by the Court, it has been stated by the Appellate Division of the Supreme Court of Bangladesh in Nahar Shipping Lines that “a remedy under section 233 can be given only if the directors have acted in breach of duty or if the company has breached any of its articles or any relevant agreement”. However, “the court can give the relief sought by the applicant or any other relief. The objective of the relief is to negate the impact of the prejudicial or other relevant misconduct on the part of the majority shareholders. It can take any form that is thought to be suitable either by the applicant or by the court.”
Although, relieves granted under provisions protecting minority shareholders can be of various forms, the most common remedy granted around the world is for the majority to buy out the minority and in appropriate situation, the minority can be ordered to buy out the majority. In the English case, Bird Precision Bellows Ltd. it was provided that the Court could determine the valuation of the shares for the purposes of buying out. However, the valuation is to be determined on the basis of expert evidence and must be fair. It was suggested that the appropriate approach is take the most recent date for which reliable figures are available. Nevertheless, a thorough study of the reported cases under Section 233 of CA 1994 reveals that a buyout of the shares of the minority by the majority or vice versa is a remedy which is rarely granted in Bangladesh as most cases requires other reliefs to be granted in order to ensure a fair outcome.
Section 233 of CA 1994 is but a novel provision in Bangladesh in terms of according protection to minority shareholders. Thus, minority protection is still at a nascent stage in Bangladesh. However, owing to changes in circumstances, this provision requires amendments. The current scenario no longer supports the contention of Kazi AT Manowaruddin J Moksudur Rahman that “our statute, compared to English and Indian statute is more specific and it is clearly meant for the protection of the minority interest only.” In order to restore this contention, the minimum threshold needs to removed and the various stages of the application needs to be more consistent. A variety of remedy is allowed under Section 233 of CA 1994 and the courts are given wide powers by Section 233(3) of CA 1994; however, these does not ensure justice if remedy is granted in limited circumstances – only if the directors have acted in breach of duty or if the company has breached any of its articles or any relevant agreement – as stated by the Apex Court in Nahar Shipping Lines. The entire process needs to be consistent: offering flexibility in certain parts of the application while keeping it rigid in the grant stage does not ensure the “just dessert”. Furthermore, owing to lapses within the CA 1994, the situation has been made far worse. As Dr. Syed Refaat Ahmed J in a panel discussion during the Think Legal conference hosted on May 5, 2018 stated: “The regulatory regime under the Companies Act, 1994 is inadequate and its application has lapsed, such that private companies effectively function as partnerships, which results in a large number of cases under Section 233 (protection of minority interests) of the Act.” Additionally, the above analysis of Section 233 of CA 1994 reveals that the judiciary of Bangladesh do not wish to overstep their constitutional role and therefore wants to strictly abide by the wording of the statute. This indicates that amendments required in this provision must result from legislative interventions. The company law legislations in Australia, India and United Kingdom have all been subjected to amendments which reflects the present circumstances within the respective jurisdictions. As such, it is expected that the legislature of Bangladesh will do the same in order to better reflect the current company law scene in the country.
  Ch  2 Hare 461
 MA Gafur v Registrar of Joint Stock Companies and Firms and others  HCD  64 DLR 547  (Md Rezaul Hasan J)
‘What is minority shareholder?’ (The Law Dictionary) <https://thelawdictionary.org/minority-shareholder/> accessed 19 July 2018
 ‘minority shareholder’ (Google) <https://www.google.com/search?ei=uutCW7iTJcfGvgTa5rroBw&q=minority+shareholder+definition&oq=minority+shareholder+definition&gs_l=psy-ab.3…5684.8319.0.9410.0.0.0.0.0.0.0.0..0.0….0…1c.1.64.psy-ab..0.0.0….0.NvU_8bkifEo> accessed 9 July 2018
  AD  51 DLR 48
 Faruk 
  HCD  49 DLR 539
 Moksudur Rahman 
 Moksudur Rahman 
  HCD  64 DLR 547
 MA Gafur 
 Moksudur Rahman 
  HCD  65 DLR 350
 Manzurul Islam 
 Manzurul Islam 
  AD  53 DLR 83
  AD  56 DLR 36
 Moksudur Rahman 
  Delhi High Court  54 CompCas 235 Delhi
 Suresh Kumar  [B Kirpal J]
  HCD  54 DLR 583
 Nafisa Choudhury v United Food Complex Ltd. and another  HCD  53 DLR 81  [Md Awlad Ali J]
  HCD  52 DLR 249
 Safdar 
  Ch  1 BCLC 155
  EWCA  1 BCLC 492
 Nahar Shipping Lines 
 Nahar Shipping Lines 
 Safdar  –  [Md Joynul Abedin J]
 Base Textile 
 Nahar Shipping Lines 
 ASM Shamsul Islam Rashedi v Satellite Fishing Ltd and others  HCD  54 DLR 28  [KM Hasan J]
  HCD  53 DLR 81
 United Food 
 MA Gafur 
 Nahar Shipping Lines 
 Nahar Shipping Lines 
  EWCA  3 All ER 523
 Moksudur Rahman