District: Dhaka

In the Supreme Court of Bangladesh

High Court Division

(Civil Revisional Jurisdiction)

Present

Mr. Justice Md. Zakir Hossain

Civil Revision No. 3192 of 2022

Hasan Mahmud Raja and another .......Respondent-petitioners

-Versus-

Muhammad Iqbal Sharif, Managing Director of Impressive Trade World Limited and Consultant, Westmont Power (Bangladesh) Limited

......Plaintiff-Opposite Party

Mr. Tanjibul Alam, Senior Advocate with Mr. Kazi Ershadul Alam, Advocate

...... For the petitioners Mr. Ashim Kumar Mallik, Advocate

....... For the opposite party

Heard on: 06.03.2024 Judgment on: 03.07.2024

Md. Zakir Hossain, J:

At the instance of the petitioners, the Rule was issued by this Court to examine the legality and propriety of the judgment and order dated 18.05.2022 passed by the learned Joint District Judge, Second Court, Dhaka in Money Execution Case No. 01 of 2020.

Facts leading to the issuance of the Rule are inter alia that in the aforesaid Money Execution Case, the decree holder included the petitioners as judgment debtor Nos. 6 & 7. The petitioners filed an application to the learned Joint District Judge, Second Court, Dhaka for striking out their names from the aforesaid Execution Case. Upon

hearing, the learned Joint District Judge was pleased to reject the said petition. Impugning the judgment and order of the learned Joint District Judge, the petitioners moved this Court and obtained the aforesaid Rule and stay therewith.

Mr. Tanjibul Alam, the learned Senior Advocate with Mr. Kazi Ershadul Alam, the learned Advocate for the petitioners referring to the case of Makbulur Rahman and others v. Halima Textile Mills Ltd. Employees Provident Fund Trust, Cumilla and others reported in 14 BLD 429 submits that the Court below committed an error of law resulting in an error occasioning failure of justice inasmuch as the learned Court failed to appreciate that when a suit is filed against a company, the directors and shareholders are not the proper and necessary parties in that suit unless there are specific allegation of misappropriation of money against such director or shareholder.

He also submits that the Court below failed to appreciate that the petitioners do not hold any shares in the defendant No. 3-company, i.e. Westmont Power (Bangladesh) Limited of the original suit. The Petitioners are merely directors nominated by United Enterprises & Co. Ltd., which is a shareholder in the suit defendant No. 3-company, hence, the petitioners are in no way proper or necessary parties to the said Money Execution Suit in a personal capacity, hence, the impugned Order dated 18.05.2022 is liable to be set aside.

He further submits that the Court below committed an error of law resulting in an error occasioning failure of justice inasmuch as the learned Court below completely disregarded the fact that the petitioners were not parties in the money suit or the decree dated 14.07.2014, hence, addition of the petitioners as judgment- debtors in the money execution suit is not tenable in the eyes of law.

He next submits that the Court below committed an error of law resulting an error occasioning failure of justice inasmuch as the learned Court below failed to appreciate that nominated directors cannot be held personally liable on behalf of the company which nominated them in the defendant company unless commission of fraud or gross negligence is proved against them in conducting business of the company at the relevant time. The petitioners were not directors of Westmont Power (Bangladesh) Limited at the time of execution of the consultancy agreement or performance under the same. Hence, the decree cannot be executed against the petitioners as such an execution would amount to holding the petitioners personally liable for a conduct in which they had no role.

He further submits that the Court below committed an error of law resulting an error occasioning failure of justice inasmuch as the learned Court below failed to appreciate th