1

BEFORE THE JOINT DISTRICT JUDGE, 2nd COURT, DHAKA

TITLE SUIT NO. 2024

The ACME Laboratories Ltd.

Represented by its
Managing Director
Mizanur Rahman Sinha
Court de la ACME
1/4, Kallayanpur, Mirpur Road
Dhaka 1207, Bangladesh.

PLAINTIFF
-Versus-

01. Mrs. Parveen Akhter Khanom

Wife of Nasir-Ur-Rahman Sinha

02. Mr. Reza-Ur-Rahman Sinha

03. Mr. Ansar Uddin Sinha

04. Mr. Motiur Rahman Sinha

05. Mr. Harun Sinha

All sons of Nasir- Ur- Rahman Sinha
All of House No. 07 Road No. 07,
Nobodoy Housing Society
Adabor, Dhaka-1207
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06. National Finance Ltd.

Represented by its Managing Director
Confidence Center, Level-8,
Kha-09 Pragati Sarani, Dhaka 1212
DEFENDANTS
07. Bangladesh Securities and Exchange Commission
Represented by its Chairman
Securities Commission Bhaban
E-6/C, Agargaon
Sher-e-Bangla Nagar Administrative Area
Dhaka-1207, Bangladesh.

08. Dhaka Stock Exchange PLC.

Represented by its Managing Director
DSE Tower, Plot # 456, Road # 21,
Nikunjo-2, Dhaka-1229

09. Acme Pesticides Ltd.

Represented by its Managing Director
24/1 & 24/2, Hall Building (2nd Floor-West Side),
Khiljee Road, Shyamoli,
Mohammadpur, Dhaka-1207
PROFORMA DEFENDANTS

SUIT FOR DECLARATION

SUIT VALUED AT TK. 7,51,91,580.00

The Plaintiff states as-

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FOLLOWS:

01. That the plaintiff is a public Limited company

incorporated under the Companies Act, 1913 now
1994 having its registered office at Court de la ACME
1/4, Kallayanpur, Mirpur Road
Dhaka 1207, Bangladesh, herein after referred to as
the plaintiff company. The plaintiff is also public
listed company with Dhaka Stock Exchange Limited.
The Plaintiff has been manufacturing and marketing
medicine since 1954. The plaintiff is currently
producing more than 800 products in different dosage
forms covering broader therapeutic categories which
include anti-infective, cardiovascular, antidiabetics,
gastrointestinal, CNS, respiratory disease, hormones
& steroids etc. among many others. The success in
local market prompted the company to explore the
international market and over the years the company
gained a firm presence in South East Asia, Africa and
Central America and continuously discovering new
horizons to improve the quality of life for patients, to
further the success of the customers and to help meet
global challenges. Through the outstanding
knowledge, professionalism and commitment of more
than 7000 employees, company consistently building
upon its facilities, capabilities and also portfolio to
meet the growing health care needs. That the Nominal
 4

Share Capital of the company is Tk. 500,00,00,000.00

divided in to 50,00,00,000 shares of Tk. 10 each.

02.That the plaintiff company was incorporated under

the Companies Act, 1994 with an authorized share
capital of Tk. 500,00,00,000.00 (Taka Five Hundred
Crore) only divided into 50,00,00,000 shares of Tk.
10.00 (Taka ten) only each. The paid-up capital of the
company is Tk. 211,60,17,000.00 (Taka Two
Hundred-Eleven Crore Sixty Lac Seventeen Thousand)
only held by the following shareholders:

Sl. Name of the Share Holders Number

No. of Shares
held.
1. Mr. Mizanur Rahman Sinha 8574000
Son of Late Hamidur Rahman Sinha
House No. 6, Road No. 14, Sector-4,
Uttara Model Town, Dhaka,
Bangladesh
2. Mrs. Nagina Afzal Sinha 11888433
Wife of late Afzalur Rahman Sinha
House No. 7, Road No. 06, Sector-3,
Uttara Model Town, Dhaka,
Bangladesh
3. Mrs. Jahanara Mizan Sinha 5290000
Wife of Mr. Mizanur Rahman Sinha
House No. 6, Road No. 14, Sector-4,
Uttara Model Town, Dhaka,
Bangladesh
4. Dr. Jabilur Rahman Sinha 4860696
Son of Late Hamidur Rahman Sinha
Hazel Wood, House No. 4, Road No.
118, Gulshan-2, Dhaka, Bangladesh
5. Ms. Tasneem Sinha 9761300
Daughter of Mr. Mizanur Rahman
Sinha
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House No.6, Road No. 14, Sector-4,

Uttara Model Town, Dhaka-1230
Bangladesh
6. Mr. Tanveer Sinha 9600659
Son of Mr. Mizanur Rahman Sinha
House No. 6, Road No. 14, Sector-4,
Uttara Model Town, Dhaka-1230,
Bangladesh
7. Mrs. Sabrina Juned 9102613
Daughter of late Afzalur Rahman
Sinha
House No.7, Road No. 06, Sector-3,
Uttara Model Town, Dhaka-1230,
Bangladesh
8. Mr. Fahim Sinha 9375961
Son of late Afzalur Rahman Sinha
House No. 7, Road No. 06, Sector-3,
Uttara Model Town, Dhaka-1230,
Bangladesh
9. Investment Corporation of 8419940
Bangladesh (ICB)
DBBL Building, 8 Rajuk Avenue,
Motijheel C/A Dhaka Bangladesh
10. Mrs. Parveen Akter Khanam 7519158
Wife of Late Nasir-Ur-Rahman
House No. 07, Road No. 07, Nobodoy
R/A, Mohammadpur, Dhaka,
Bangladesh

11. Khurshid Jehan Dabir 725

Wife of Md. Dabir Uddin
House No. 12/E, Road No. 126,
Gulshan-1, Dhaka Bangladesh
12. General Public (other than 62702140
Institution)
N/A
13. Institutions 64211275
N/A
14. Company (Foreign) 294800
N/A
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03.That the defendant No.1 is one of the sponsored share

holder of the plaintiff company and wife of Ex-
Chairman of the plaintiff company late Mr. Nasir-Ur-
Rahman Sinha and defendants Nos. 2- 5 are sons of
Ex-Chairman late Mr. Nasir- Ur -Rahman Sinha.

04.That the defendant no.9 Acme Pesticides Ltd. a

Private Limited Company incorporated on 13 April
2009 incorporated under Companies Act, 1994. Later
on it was converted from Private to Public Limited
Company on 28 November 2019. Late Mr. Nasir Ur
Rahman Sinha, Ex- chairman of the plaintiff company
was also the chairman of Acme Pesticides Ltd. Acme
Pesticides Ltd. has a separate legal entity. The
defendant No.1-5 are also shareholders directors of
the Acme Pesticides Ltd. and they are family members
in relation being wife and sons of late Mr. Nasir Ur
Rahman Sinha, Ex- chairman of Acme Pesticides Ltd.
The defendant no.2 Mr. Reza-Ur-Rahman Sinha is the
Managing Director of the defendant no.9. The
defendant no.6 is a lease financing company who
provides lease finance and credit facilities to the
respective persons required. The defendant no.7
Bangladesh Securities and Exchange Commission is
providing for the protection of the interests of
investors' development of the securities market and
for matters connected therewith or ancillary thereto.
The defendant No.8 maintains or provides a
marketplace or facilities for bringing together buyers
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and sellers of securities. The defendant Nos. 7-9 have

been made parties as defendants for proper and
effectuate disposal of the suit and therefore no decree
has been sought against them, but if they contests by
filing written statements/objection then they will
treated as principal defendants and legal
consequences will be binding upon them.

05.That on receipt of Letters No.NFL/ACME/Legal/1988

and NFL/ACME/Legal/2063 dated 19.09.2019 and
25.09.2019 respectively and on perusal of the same it
appears that the defendant no.9 Acme Pesticides Ltd.,
represented by its Ex- chairman Mr. Nasir Ur Rahman
Sinha(now deceased) and Mr. Reza-Ur-Rahman Sinha,
Managing Director of the said company availed Lease
Finance facility of Tk.5,00,00,000.00 (Taka five crore)
only from National Finance Ltd. (defendant No.6) vide
Sanction Letter dated 20.10.2011. It further appears
that defendant No.6 National Finance Ltd. approved
the said Lease Finance facility in favor of Acme
Pesticides Ltd., hereafter referred to as the Borrower
against following securities:

(a) Ownership of the leased machineries in favor

of National Finance Ltd.

(b) Comprehensive insurance in favor of National

Finance Ltd.
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(c) Personal Guarantee of all the directors of the

Acme Pesticides Ltd.

(d) Corporate Guarantee of ACME

Pharmaceuticals Ltd. (The ACME Laboratories
Ltd.) and

(e) Usual sets of charge Documents.

06.That considering the request of the Borrower Acme

Pesticides Ltd. said credit facility was
renewed/restructured time to time. However
subsequently the Borrower Acme Pesticides Ltd. failed
to adjust its outstanding liabilities with the defendant
No.6 National Finance Ltd. as per repayment
schedule. Thereafter defendant No.6 National Finance
Ltd. has written a letter dated 19.09.2019 mentioned
in the previous paragraph and requested the plaintiff
company as so-called corporate guarantor to pay the
outstanding liabilities of Tk.6,51,40,850.00 as of
19.09.2019 against lease facility of the Borrower Acme
Pesticides Ltd. Thereafter defendant No.6 National
Finance Ltd. issued another letter dated 25.09.2019
to the plaintiff company to adjust the total
outstanding liabilities against the lease facility availed
by the defendant no.9 Acme Pesticides Ltd.

07.That on receipt of those letters dated 19.09.2019 and

25.09.2019 the plaintiff company replied to the said
 9

letter vide its letter dated 07.10.2019 strongly, firmly and

categorically denied that neither the plaintiff company
itself nor any of the Directors including Managing
Director having authority or being empowered had
executed any sort of papers or corporate Guarantee,
whatsoever, in favour of defendant No.6 National Finance
Ltd. securing the lease finance facility availed by the
defendant no.9 Acme Pesticides Ltd. The plaintiff
company further mentioned in the said reply dated
07.10.2019 that none of the Directors or sister concern
had no connection whatsoever with the defendant no.9
Acme Pesticides Ltd. in any way. The plaintiff company
asked/requested the defendant No.6 National Finance
Ltd. to provide a copy of the alleged Corporate Guarantee
and other ancillary documents within next 7 (seven) days
of receipt of the reply dated 07.10.2019 and finally
requested and warned the defendant No.6 not to proceed
with the alleged and fake Corporate Guarantee against
the plaintiff company and legal consequence has to be
faced.

08.That thereafter plaintiff company having no choice served

legal notice dated 26.11.2019 through a learned Advocate
upon National Finance Ltd. (defendant No.6) denying
execution of any sort of guarantee or corporate
Guarantee securing the lease finance facility availed by
the defendant no.9 Acme Pesticides Ltd. The copy of the
said legal Notice was also served upon the General
Manager of the Credit Information Bureau of Bangladesh
Bank.
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09.That on receipt of the legal notice dated 26.11.2019

served by the plaintiff company, the defendant No.6
National Finance Ltd. vide its letter dated 12.12.2019
provided a copy of the alleged Corporate Guarantee and a
copy of sanction letter. After perusal it is crystal clear
that the alleged guarantee is absolutely and completely a
personal guarantee which was executed by Mr. Nasir-Ur-
Rahman at his personal capacity. The said alleged
guarantee neither a corporate guarantee nor was
executed by the plaintiff company itself. Moreover the
nature and quality of the alleged guarantee executed by
Mr. Nasir-Ur-Rahman in favor of the defendant No.6 is a
personal guarantee and in no way the same can be a
corporate guarantee. The defendant No.6 has tried its
best to make said alleged guarantee as corporate
guarantee by putting its own made imitate seal of the
plaintiff company but absolutely the said attempt is
ineffective. Corporate guarantee cannot be on a printed
form. Corporate must be on non-judicial stamp of
Tk.300.00 signed and executed by
authorized/empowered by Board of Directors. Mr. Nasir-
Ur-Rahman was neither authorized/empowered by the
Board of Directors of the plaintiff company nor he was
given authority or power/right as per the Memorandum
and Articles of Association of the plaintiff company to
sign, execute, give any sort of guarantee in favour of any
bank(s) or financial institution securing loan/liabilities of
a third party company. Therefore the said alleged
 11

corporation guarantee claimed by the defendant No.6 is

totally fabricated and made with malafide intension.

10.That it is significant to mention here that considering the

application of the defendant No.9 vide proposal dated
02.10.20211, loan was sanctioned by the defendant No.6
National Finance Ltd. on October 20, 2011 vide its
Sanction Letter No.NFL/CREDIT/LE15111/647/2011 in
favour of the defendant No.9 ACME Pesticides Ltd. But
the alleged Corporate Guarantee is of October 20, 2010
and witnessed by Mr. Shah Rafi-ul of ACME Pesticides
Ltd. Therefore, it is crystal clear that the said alleged
Corporate Guarantee is false, fake, manipulated and
created after ill thought. In the terms and condition of
the sanction letter there is no reference in the said
sanction letter in favour of defendant No.6 securing the
repayment of loan liability of the defendant No.9 Acme
pesticides Ltd. so question does not arise of executing
alleged corporate guarantee in favour of the defendant
No.6.

11.That the defendant No.6 National Finance Ltd. issued

another letter no: NFL/SAM/ACME/2023/0961 dated
May 21, 2023 to the plaintiff company regarding the
execution of the alleged Corporate guarantee in favor of
ACME Pesticides Ltd. and payment of total outstanding
liability of BDT 9,11,04,591. It appears from the letter
that “Mr. Nasir-Ur-Rahman Sinha who as the
chairman of both ACME Pesticides Ltd. and ACME
Laboratories Limited, signed a corporate guarantee in
 12

favor of National Finance Limited, has unfortunately

passed away. Since the then chairman Mr. Nasir-Ur-
Rahman Sinha and 03 Directors of ACME Pesticides
Ltd. namely Mr. Reza-ur-Rahman Sinha, Mr. Ansar
Uddin Sinha & Mrs. Parveen Akter Nasir who were
also the chairman and shareholders of ACME
Laboratories Limited respectively at the time of
sanctioning the said lease facility, had signed as
guarantors and committed to provide the copy of the
respective board resolution after disbursement of the
facility. Therefore, we assumed in good faith that the
board resolution was duly passed for supporting the
said corporate guarantee”.

12. That it is very pertinent to mention here that the

plaintiff company does not have specific or precise power
to mortgage or lien or pledge the shares or even of its
properties both movable and immovable without proper
Board Resolution adopted in the board of directors. In
view of the legal position stated above the plaintiff
company cannot give, sign, and execute any sort of
guarantee securing the liabilities of a third party without
proper Board Resolution adopted in the board of
directors. So the alleged claim of the defendant No.6 to
the plaintiff company on the basis of a manipulated
corporate guarantee is not maintainable in any way.

13.That the defendant No.6 National Finance Ltd. having no

right, claim and entitlement with malafide and ill
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intention has been writing letter and creating illegal,

baseless and groundless pressure upon the plaintiff
company to pay defaulted outstanding liabilities of the
defendant no.9 Acme Pesticide Ltd. on the basis of an
alleged personal guarantee of Mr. Nasir-Ur-Rahman,
Chairman of the said Borrower defendant No.9. That as
per relevant laws of the country the movable and
immovable properties of Mr. Nasir-Ur-Rahman may be
liable to adjust the outstanding liabilities of Acme
Pesticides Ltd. as he executed personal guarantee which
is allegedly claimed to be the corporate guarantee. The
defendant No.6 National Finance Ltd. having no
knowledge of law running after the plaintiff company and
requested to pay baseless outstanding liabilities of the
defendant no.9 Acme Pesticide Ltd. only to harass the
plaintiff company. Therefor the plaintiff company on
principle cannot accord permission to transfer of share
in question as the said shares are liable to adjust of the
liability of the defendant No. 9 Acme Pesticide Ltd. As
such the permission for transfer of 75,19,158 Ordinary
Shares of The ACME Laboratories Ltd. in name of
defendant No.1 Mrs. Parveen Akter Khanam is illegal,
void, inoperative and not binding upon the plaintiff. That
it is relevant to quote the Powers and Duties of Directors,
Managing Directors and Chairman are as follows:

BOARD OF DIRECTORS

132. All cheques, promissory notes, drafts, bill of

exchange and other negotiable instruments and
 14

all receipts for moneys paid to the company, shall

be signed, drawn, accepted, endorsed, or
otherwise executed by the Managing Director and
Chairman jointly or by such person and in such
manner as the Board of Directors shall from time
to time by resolution determine.

POWER AND DUTIES OF DIRECTORS

136. The business of the company shall be

managed by the directors, who may pay all
expenses incurred in forming and registering
the company, and may exercise all such power
of the company as are not, by the Company's
Act, 1994 or by these articles, required to be
exercised by the company in general meeting
subject nevertheless to any of these articles to
the provisions of the said Act, and to such
provisions being not inconsistent with the
aforesaid articles, as may be prescribed by the
company in general meeting, but no provision
made by the company in general meeting shall
invalidate any prior act of the directors which
would have been valid if that provision had not
been made.137. The directors may from time
to time appoint one or more of their body to
the office of Managing Director, Deputy
Managing Directors for such term, and at such
remuneration, whether by way of salary, or
 15

commission, or participation in profits, or

partly in one way and partly in another as they
may think fit, and a director so appointed shall
not, while holding that office, be subject to
retirement by rotation, or taken into account
in determining the time of retirement of
directors, but his appointment shall be subject
to determination ipso facto if he ceases for any
cause to be a director, or if the company in
general meeting resolve that his tenure of the
office of Managing Director be determined.

CHAIRMAN

138. The Board of Directors may elect a Chairman

of its meetings and determine the period for
which he is to hold office. If no such Chairman
is elected, if at any meeting the Chairman is
not present within five minutes after the time
appointed for holding the meeting, the
directors present may choose one of their
members to be Chairman of the meeting. Mr.
Nasir-Ur-Rahman Sinha shall be the
Chairman of the company. He shall preside
over all meeting of the Board of Directors as
well as General and Extra Ordinary General
Manager of the Company. The remuneration of
the Chairman of fixed salary or percentage of
profit or by both is determined by the Board of
Directors with the concurrence of the
 16

Bangladesh Securities and Exchange

Commission. The Chairman shall not, while
holding that office, be subject to retirement by
rotation, or be taken into account for
retirement by rotation of Director.

BORROWING POWER

139. The directors may from time to time raise or

borrow any sum or sums of money for the
company and may raise or secure the payment
of such sum or sums in such manner and
upon such terms and conditions in all respect
as they think fit and in particular by making,
drawing, accept or endorsing on behalf of the
company any promissory notes or bills of
exchange by issuing bonds, debenture or
debenture stock or any mortgage, charge or
other security on the undertaking or the whole
or any part of the property of the company
(both present and future) so that a charge may
be created upon any unpaid capital of the
company.

MANAGING DIRECTOR

145. The affairs of the company shall be in the hand

of the Managing Director subject to the overall control
and supervision of the Board of Directors. Mr.
Mizanur Rahman Sinha shall be the Managing
 17

Director of the company. The terms and tenure of his

office of Managing Director of the company shall be
determined by the Board of Directors from time to
time subject to approval of the company in general
meeting in terms of Section 110 of the Companies Act,
1994. The remuneration of the Managing Director
either by way of fixed salary or percentage of profit or
by both is determined by the Board of Directors with
the concurrence of the Bangladesh Securities and
Exchange Commission. The Managing Director shall
not, while holding that office, be subject to retirement
by rotation, or be taken into account for retirement by
rotation of Director.

After perusal of Powers and Duties of Directors,

Managing Directors and Chairman quoted above it
appears that Mr. Nasir Ur Rahman Sinha, Ex-
Chairman of the plaintiff company did not have any
right and power to give, sign, or execute any sort of
guarantee. So question does not arise of execution of
corporate guarantee by said Ex- chairman of the
plaintiff company. Therefore alleged corporate
guarantee is void-ab initio, forged, fake and
manipulated and as such the same is in no way
executable against the plaintiff company. The
Managing Director is authorized and empowered to
give, sign, execute all necessary documents/papers
for the interest or to protect the interest of the
plaintiff company.
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15. That the defendant No.6 National Finance Ltd., has

never informed nor letting know the plaintiff company
regarding the alleged corporate guarantee. After death
of Mr. Nasir- Ur- Rahman Sinha, Ex- Chairman of the
plaintiff company the said defendant No.6, in
connivance with the defendant Nos.1-5 and 9 made
the said corporate guarantee of Mr. Nasir Ur Rahman
Sinha has been creating pressure upon the plaintiff
company to repay the outstanding liabilities of the
defendant no.9 for which the plaintiff is in no way
liable.

16. That from the circumstances and conduct of the

defendant No.6 it is crystal clear that Mr. Nasir - Ur-
Rahman Sinha, being chairman of the defendant no.9
Acme Pesticides Ltd. executed personal guarantee
securing to repay the loan liabilities of the said
defendant no.9 in favour of the defendant No.6
National Finance Ltd.. After death of Mr. Nasir –Ur-
Rahman Sinha, the defendant No.6 in connivance
with the defendant nos.1-5 made the said personal
guarantee of Mr. Nasir Ur Rahman Sinha, corporate
guarantee just to make illegal gain and create
pressure. Therefore the alleged corporate guarantee is
absolute and exfacie illegal, created fabricated,
baseless and untenable.
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14.That Mr. Nasir Ur Rahman Sinha, Ex- chairman of

the plaintiff company was holding 61,60,405 Ordinary
Shares of the plaintiff company in his name. Mr. Nasir
Ur Rahman Sinha died on 17.01.2019 leaving behind
defendant Nos. 1 - 5 as legal successor being his wife
and sons respectively. The defendant No. 1 being the
nominee of the shares of Mr. Nasir-Ur- Rahman
Sinha, Ex- chairman of the plaintiff company, has
become the owner of the said entire ordinary shares
belonged to her demised husband. It is mentioned
here that the defendant No. 1 being the sponsor share
holder of the plaintiff company also hold 54,01,517
number of ordinary shares in her name. After the
demised of her husband Mr. Nasir-Ur- Rahman
Sinha, Ex- chairman of the plaintiff company,
defendant No.1 become the owner of total Ordinary
share of 1,15,61,922 out of which in the year 2022,
defendant No.1, took approval for transfer of
53,90,352 ordinary shares from the board and
subsequently executed 40,42,764 shares transfer to
defendant Nos. 2,3, & 5. However the defendant No. 1
is now holding 75,19,158 number of ordinary shares
in her name which she got from her demised Husband
Mr. Nasir Ur Rahman Sinha, Ex- chairman of the
plaintiff company and as being Sponsored share
holder which lying under BO Account No.
1203110061486886 and BO Account No.
1204290061486886.
 20

17.That thereafter suddenly the defendant no.1 Mrs.

Parveen Akter Khanam vide Letter dated 9 th November
2023 addressed to the Chairman of the Board of
Directors of The ACME Laboratories Ltd. and
requested to approve transfer 75,19,158 ordinary
shares, to her four sons by way of gift in the following
manner:

Sl Name of the Persons to be Number of

No. transferred Shares
01 Mr. Rezaur-ur Rahman Sinha 15,42,892
02 Mr. Harun Sinha 15,42,892
03 Mr. Ansar Uddin Sinha 15,42,892
04 Mr. Motiur Rahman Sinha 15,42,892
05 Mr. Motiur Rahman Sinha 13,47,588

In the said letter the defendant no.1 inadvertently

mentioned that the proposal of transfer of above
mentioned 75,19,158 shares was approved by the
Board of Directors of the plaintiff company earlier.
But fact remains that the Board of Directors of the
plaintiff company approved for transfer of her own
and sponsor 5390352 shares earlier. Therefore the
letter is contradictory with the facts. That it is also
relevant to mention here that through the letter
dated 9th November 2023 defendant No.1, requested
for accord permission to transfer of her entire
75,19,158 ordinary shares in favour of defendant Nos.
2-5, of which defendant No.1 already taken
 21

permission (In the year 2022) for transfer of

13,47,588 ordinary shares from Board of directors of
the plaintiff company earlier. If the Board of the
plaintiff company gives permission of 75,19,158
ordinary shares, then the figure comes to (7519158 +
1347588) total 88,66,746 ordinary shares, against
total shareholding of 7519158 under respective BO
accounts of the defendant No.1. As such defendant
No.1 requested for excessive share transfer than total
holding of 75,19,158 ordinary shares. Therefore as
per provision of law company cannot accord
permission for transferring excess share having no
right title and ownership.

18. That the defendant no.1 further issued letters dated

12 November, 2023, 26th November 2023 and
November 28th 2023 with similar requests ed to
approve transfer 75,19,158 ordinary shares to her
four sons by way of gift. Copies of letters dated 9 th
November, 2023, 26th November 2023 and November
28th 2023 mentioned above were forwarded to the
Chairman, Bangladesh Securities and Exchange
Commission and Managing Director, Dhaka Stock
Exchange Limited.

19.That on receipt of those letters referred in the

previous paragraph the plaintiff company in reply vide
its Letter dated November 30, 2023 categorically and
specifically denied the alleged and manipulated
 22

corporate guarantee as Mr. Nasir-Ur-Rahman, Ex-

Chairman of the plaintiff company having no
authority, right and power cannot give or execute
corporate guarantee in favour of the defendant no.6
National Finance Ltd. security a third parties
liabilities. The plaintiff company without proper Board
Resolution adopted in the board of directors, itself
even does not have power to provide corporate
guarantee in favour of any financial institutions
securities third party’s loan liabilities. therefore
question does not arise of Mr. Nasir-Ur-Rahman,
being chairman to do the same. However, on
conclusion the plaintiff company in its said reply
strongly and in principle drew considerate attention
to the said legal aspect of the defendant no.1 and
earnestly requested and repay and adjust the
outstanding liabilities of the Borrower defendant no.9
with National Finance Ltd.(defendant no.6) Otherwise
it is not possible for the plaintiff company to accord
permission for transfer of share as requested by the
defendant no.1. The defendant No.1 was further
informed that it is difficult for the plaintiff company to
provide approval for transfer of the shares in question
as the defendant no.6 referred a forged and fake
corporate guarantee claimed to be executed by her
husband Mr. Nasir-Ur-Rahman, chairman of the said
Borrower defendant no.9.
 23

20. That it is stated that on 17 January 2024,

defendant No. 5, Mr. Harun Sinha sent an email to
the company secretary of the plaintiff, by attaching
four copies of share transfer form Under Dhaka Stock
Exchange listing regulation, 2015, i.e application for
transfer of listed securities by way of gift among the
family members, i.e., spouse, son, daughter, father,
mother, brother and sister and in the said email he
also mention that Bangladesh Securities and
exchange commission has instructed the plaintiff
company to execute the affidavit within next seven
days. There after perusal of the said e-mail it appears
that the defendant No.5 with ill motive mentioned
that the Bangladesh Securities and Exchange
Commission requested and directed the plaintiff
company to execute affidavit regarding the transfer of
share in question. So the plaintiff company having no
alternative denied and ignored the said email with
regard to the statement of Bangladesh Securities and
Exchange Commission being ultimate regulatory
authority of the securities market, so the said email
does not have any legal basis. That from the e-mail it
is crystal clear that the said statements is own made
of defendant No.5, Mr. Harun Sinha.

21.That is stated that after raising and placing the

alleged and manipulated corporate guarantee to the
plaintiff company by the defendant No.6 National
Finance Ltd. and illegally creating pressure upon the
 24

plaintiff company to repay the outstanding liabilities

of the defendant No.9 ACME Pesticide Ltd. the
defendant No.1 Mrs. Parveen Akter Khanam decided
and requested the plaintiff company to provide
approval for the transfer of 75,19,158 shares out of
which she got 61,60,405 ordinary shares from her
demised husband Mr. Nasir-Ur-Rahman, ex-chairman
of the plaintiff company. There it is clear as day light
that knowing full well about the alleged and fake
corporate guarantee the defendant No.1 and the
defendant No.6 in connivance with each come down
in the field and declared warfare against the plaintiff
company to make it compel to repay the outstanding
liabilities of the defendant no.9 on basis of false, fake,
and created corporate guarantee.

22.That it is submitted that in the facts and

circumstances stated in the plaint above the plaintiff
company being law abiding and peace loving juristic
company under compelling circumstances has filed
the suit for declaration for legal redress and remedy
against the principal defendants. The plaintiff
company prays before this learned Court to pass an
order of ad-interim injunction or at least an order of
status-quo in respect of providing transfer of shares,
particulars of which are described in the Schedule
below, as proposed by the defendant No.1 and
restraining the defendant No. 6 National Finance Ltd.
from demanding to repay the outstanding dues of the
 25

Borrower defendant No.9 ACME Pesticide by an order

injunction on the basis of alleged, fake and
manipulated and false corporate guarantee.
Otherwise the plaintiff company will be seriously
prejudiced and will be suffering irreparable loss and
injury and justice will be denied.

23.That the cause of action of the suit arose on 9 th

November 2023 when defendant No.1 Mrs. Parveen
Akter Khanam vide Letter dated addressed to the
Chairman of the Board of Directors of The ACME
Laboratories Ltd. (plaintiff) and requested to approve
transfer 75,19,158 ordinary shares, out of which she
got 61,60,405 ordinary shares from her demised
husband as his only nominee, on 12 November, 2023,
26th November 2023 and November 28th 2023 when
the defendant No. 1 further issued letters to the
plaintiff company with similar requests to approve
transfer 75,19,158 ordinary shares to her four sons
by way of gift, on November 30, 2023 when the
plaintiff company in reply vide its Letter categorically
and specifically denied the alleged and manipulated
corporate guarantee as Mr. Nasir-Ur-Rahman, Ex-
Chairman of the plaintiff company having no
authority, right and power cannot give or execute
corporate guarantee in favour of the defendant No.6
National Finance Ltd, finally on 17 January 2024,
defendant No. 5, Mr. Harun Sinha sent an email to
the company secretary of the plaintiff, by attaching
 26

four copies of share transfer form and in the said

email he mention that Bangladesh Securities and
exchange commission has instructed the plaintiff
company to execute the affidavit within next seven
days and the said cause of action continuing till date.

24.That suit has been filed for declaration against the

defendant Nos. 1 to 5 and the plaintiff has paid the
fixed court fee on the plaint. The registered address of
the plaintiff company is at Court de la ACME 1/4,
Kallayanpur, Mirpur Road, Dhaka 1207, Bangladesh
and defendants are residing and their office including
schedule shares are situated at the address stated in
cause title of the plaint is also within Police Station-
Mohammadpur, Dhaka and as such this Court has
jurisdiction on the suit.
The plaintiff prays for:-

(a) A Decree declaring that the permission for

transfer of 75,19,158 Ordinary Shares of
The ACME Laboratories Ltd. in the name of
defendant No.1 Mrs. Parveen Akter Khanam
is illegal, void, inoperative and not binding
upon the plaintiff.

(b) A Decree of declaration to the effect that

the alleged Corporate Guarantee dated 20th
October 2010 claimed to be executed by Mr.
Nasi-Ur-Rahman, Ex-Chairman of the
 27

plaintiff company The ACME Laboratories

Ltd. in favour of the defendant No.6
National Finance Ltd. is forged,
manipulated, inoperative, fake and without
lawful authority and not binding upon the
plaintiff company The ACME Laboratories
Ltd.

(c) Any other relief or relief’s to which the

plaintiff is entitled to under law and equity.

For this act of kindness, the plaintiff as in duty

bound shall ever pray.

SCHEDULE
SCHEDULE-“A”
75,19,158 number of ordinary shares of The ACME
Laboratories Ltd. in the name of defendant No.1 Mrs.
Parveen Akter Khanam which lying with BO Account No.
1203110061486886 and BO Account No.
1204290061486886.

SCHEDULE-“B”
Corporate Guarantee dated 20th October 2010 claimed to
be executed by Mr. Nasi-Ur-Rahman, Ex-Chairman of the
plaintiff company The ACME Laboratories Ltd. in favour
of the defendant No. 6 National Finance Ltd.

VERIFICATION
 28

That the Statements made in the

plaint above are true to our
knowledge and belief whereof we put
signature on this _________ day of
__________, 2024.