Bengal Fine Ceramic MD files lawsuit over ‘illegal’ takeover of company

Bengal Fine Ceramics Limited, a listed company on the OTC market, has filed a lawsuit in a Dhaka court alleging illegal occupation of its factory and misappropriation of assets. 

The complaint was lodged by the company's managing director, Bishwajit Kumar Roy, last Thursday at the Judicial Magistrate Court (Savar) in Dhaka. 

According to the plaintiff's lawyer, Advocate Abdul Matin Sarker, the Dhaka district Police Bureau of Investigation (PBI) has been instructed to investigate the case following the complaint.

The lawsuit was filed against one of Bengal Fine's founding owners Enamul Wadud Khan and his daughter Farzana Rubaiyat Khan, a director at the company, along with Aminul Haque Shamim, Ekramul Haque, Samiul Haque Shafa, and Bangladesh Securities and Exchange Commission (BSEC) Assistant Director Zainal Abedin. 

Aminul Haque Shamim, is the founder and managing director of the listed company Sea Pearl Beach Resort & Spa Limited in Cox's Bazar, and Ekramul Haque Titu, is the current Mymensingh city corporation mayor. Samiul Haque Shafa, is Aminul Haque's son.

Additionally, an official from the relevant division of the commission has also been accused in the case. 

The conflict mainly arose over the sale of shares by the original owners of Bengal Fine Ceramics to two different parties.

The founders of Bengal Fine Ceramics were Rashed Maksud Khan and his family. Rashed, a former president of the DCCI, passed away on 20 April. 

Rashed and his brother Enamul Wadud Khan, along with Rashed's daughter Farzana Rubaiyat Khan, collectively owned 30.15% of the shares. 

When they started facing financial difficulties and failed to manage the company, Bishwajit K Roy purchased 24.29% of the sponsor-directors' shares (totaling 157,904 shares) through a memorandum of understanding (MoU) with the original sponsors and directors. 

Currently, Bishwajit is the managing director, while his wife Shilpi Rani Roy serves as a director and his son Abhijit Kumar Roy is the executive director.

Bishwajit had acquired these shares through agreements with the original owners in 2012 and 2013. Then, despite the factory being closed since 2007, it resumed production in 2019 after Bishwajit's investment. 

However, he has yet to get the shares transferred to his own beneficiary owner (BO) account due to various complexities and dilly dally by the original owners.

The Bangladesh Securities and Exchange Commission (BSEC) approved the transfer of shares to Sea Pearl Beach Resort & Spa last December after the founding owners sold their stake in the company earlier last year.

Following the regulatory approval, the owners of Sea Pearl Beach Resort & Spa Limited took control of the factory on 26 May.