The High Court appointed Board of Directors of the controversial e-commerce platform Evaly Limited is not cooperating with its former chairman Shamima Narsin in properly transferring her 50 per cent shares in favour of two relatives.
In absence of proper mutation of the share transfer by the Board, the said transfer of the shares cannot be registered by the Registrar of Joint Stock Companies. In this circumstance, Shamima and her two relatives sought High Court interference regarding the issue.
In an application submitted on June 7 this year they prayed to the court to pass an order of direction upon the Board of the Evaly Limited to execute the mutation of the transfer of 0.3 million shares by Shamima in favor of her mother Farida Talukder Lily and her sister’s husband Md Mamunur Rashid without requiring any further documents.
They mention in the petition that “in spite of furnishing all the required documents, the Board of the Evaly Limited further required the original share certificates and a declaration of gift. The applicants have already submitted the copy of the share certificates and will provide the original share certificates. However, there is no provision in the Companies Act, 1994 that the certification or mutation of share transfer requires any declaration of gift.”
In this case, share transfer forms shall be deemed as the declaration of gift, said the application adding that such requirement propounded by the Board of the Evaly Limited is nugatory and redundant and outside of the scope of the Companies Act, 1994.
In the light of the incessant demands of the Board for new and further documents, which are not sine qua non for mutation of share transfer, there is a likelihood that the said transfer of 0.3 million shares shall not be executed unless this court interferes in this matter, also read the petition.
Barrister Shamim Ahmed Mehedi who submitted the petition on behalf of Shamima and others said, “The High Court on June 13 kept the application stand over for one week as we (applicants) are continuing a discussion with the Board even after filing this application. A solution may come on next Saturday (June18), otherwise we will proceed the application for hearing.”
The board should take appropriate steps to ensure that customers get a speedy solution here, said Barrister Sayed Mahsib Hossain who is representing a defrauded customer of the Evaly in the case.
Earlier on February 17 in 2022, the High Court bench of Justice Muhammad Khurshid Alam Sarkar allowed Shamima and former managing director Mohammad Russel to transfer 50 per cent of their shares to three family members for running the company.
Later in April Shamima informed the High Court that she has transferred 50 percent shares of her part of the company in favor of her mother Farida Talukder Lily and her sister’s husband Md Mamunur Rashid.
Shamima who was the owner of 0.6 million shares of the company had completed the process of transferring of the shares after getting release from jail on April 6 this year. Now she owns 0.3 million shares of the company.
Later the HC directed them to submit an application before the Board for the mutation of the transfer process of the shares. Accordingly they did it, but the Board is not completing the process. Rather they are seeking documents repeatedly. In this circumstance they made the application to the High Court.
Following a petition filed by a customer the same High Court bench on September 22 in 2021 directed the concerned bodies to be restrained from selling, transferring or otherwise dispose of the assets of the Evaly till disposal of the case filed with the High Court.
The court on October 18 in 2021 formed a 5-member body to oversee the overall management and the company affairs of the Evaly Limited.
The court appointed Justice Shamsuddin Chowdhury Manik, a former judge of the Appellate Division of the Supreme Court, as the chairman of the company and Mahbub Kabir Milon, an additional secretary of the government, as the ex officio managing director.
