Yunus Centre furnishes details of Grameen Telecom, Kalyan's amended articles in response to GB allegations

The Yunus Centre, a think tank dedicated to the flourishing of Prof Md Yunus's ideas on fighting poverty, has responded to issues raised at a press conference held on Saturday by Grameen Bank, where the main speaker was Prof AKM Saiful Majid, the current chairman of the board of directors of Grameen Bank.

This followed a statement on Thursday signed by its media cell head, Anju Ara Begum, that itself was a response to a press conference held earlier in the day by Md Yunus and others at Grameen Telecom Bhaban, where the 8 social enterprises alleged to have been forcefully taken over by Grameen Bank (GB) are located.

The most serious point of departure between GB and the social enterprises emerged over whether or not the former can still exercise certain rights it was granted when the social enterprises were set up.

At the Telecom Bhaban press conference, Nazmul Islam, managing director of Grameen Telecom, revealed that the individuals claiming to represent Grameen Bank had cited the foundational documents from 1995/96 to justify naming new chairmen and directors for Grameen Telecom and Grameen Kalyan.

However, Islam maintained that this claim was erroneous, as the relevant articles were amended after 2009 and Grameen Kalyan operates independently.

Grameen Bank in its Thursday statement claimed this was 'false, fabricated, misleading and deliberate'.

On Saturday, Prof Majid said the Grameen Bank board approved appointing a chairman and directors for seven of the organisations and "these actions fully comply with the rules of Grameen Bank-created organisations as well as the laws of the country."

Yunus Centre has now responded by furnishing the details of when and how the changes to the articles of association were brought. It said:

"Grameen Kalyan and Grameen Telecom are Not-for-profit organisations constituted under Section 28 of the Companies Act, 1994 having separate legal and accounting entities. 

Since the birth of Grameen Kalyan and Grameen Telecom, he has been engaged in the post of chairman of the two institutions. 

At the beginning of the two institutions, Grameen Bank had the power to nominate the chairman and some board members in their articles of association.

"After taking into consideration the overall situation, in order to facilitate the management of the two institutions, in accordance with section 20 of the Companies Act, in the 3rd Extra General Meeting of Grameen Kalyan (held on 8 May 2010), Article 48 and Article 32 (iii) of the Articles of Association of Grameen Kalyan were amended, and this was notified to the Ministry of Commerce on 25/05/2011.

"Similarly, at the 2nd extra general meeting of Grameen Telecom (held on 19 July 2009), Article 51 and Article 35 (iii) of the Articles of Association of Grameen Telecom were amended. So now Grameen Bank cannot nominate Chairman/Board members of these two institutions. The EGM at which this decision was taken was also attended by nominated representatives of Grameen Bank and previously nominated directors also signed the resolution on behalf of Grameen Bank.

"According to the Articles of Association of the companies, Grameen Bank is not a party to these institutions and Grameen Bank has no ownership in them. Grameen Bank has no legal authority to nominate the chairman of these two companies in the board meeting of Grameen Bank as the articles of association of the companies are changed/amended according to the decision of the extra general meetings and as per the company law."

It may be mentioned the said articles are precisely the ones alluded to by Grameen Bank in its Thursday statement, as well as the ones asserted to have been changed by Abdullah Al Mamun, legal advisor to Grameen Telecom, on Thursday.

At the GB press conference, it was asserted that they had found evidence of money laundering at Grameen Bank, during an audit of its entire finances starting from 1983 - probably the most serious charge of all.

Yunus Centre has responded to this by saying "Grameen Bank as always has been audited annually by the country's renowned auditors such as Rahman Rahman Haque, Hoda Vasi Chowdhury & Co, Eknabeen, A Kashem & Company. 

They did not comment that there were any financial irregularities in this institution at any time. Also, the inspection team of Bangladesh Bank and the committee and commission formed by the government did not find any such irregularities."

It also pointed out that the Grameen Bank Board has always been chaired by respected persons of society appointed by the government, and they never raised any such allegation, that it said were not only completely false and baseless but also ridiculous and defamatory.

At the GB press conference, it was alleged that Telecom Bhaban "as well as everything else" had been built with Grameen Bank's money. 

Yunus Centre described the statement as motivated and baseless. "No telecom building or any other establishment or any institution with Grameen Bank money," it asserted.

Another serious allegation raised at the press conference was that a 'grant' of Tk 24 crore was given to Grameen Telecom by Grameen Bank.

Yunus Centre in its response said at the time of its establishment, Grameen Telecom received a financial assistance of Tk 19 lakh from the Norwegian Embassy in the name of NORAD Fund. Apart from this, an agreement was signed to take loans upto Tk 30 crore from the SAF (Social Advancement Fund) of Grameen Bank at an interest of 11%. Loan amounting to Tk 24.77 crore was taken from 1995 to 1997 under the said loan agreement.

"In 1997, the SAF loan agreement was transferred to a loan agreement in the name of Grameen Kalyan in the light of Grameen Bank's board decision. The amount of loan taken from Grameen Kalyan for investment in the equity sector is Tk 53,25,62,941, which is 42.65% of the total investment. Grameen Telecom has provided Tk 2,353 crore to Grameen Kalyan to support this investment. Also Palliphone has paid Tk 468 crore to Grameen Bank under the scheme till December 2023 and has been paying Tk 1.12 crore (less/more) every month," it said.

Since the loan agreement with Grameen Bank has been transferred to Grameen Kalyan, there is no applicability of payment to Grameen Bank anymore, Yunus Centre added.

Another serious allegation was that Tk 447 crore was taken by Dr Yunus from Grameen Bank to establish Grameen Kalyan.

Yunus Centre in its response said an amount of Tk 447 crore was recorded from Grameen Bank in Grameen Kalyan's own Books of Accounts, to justify accounting matters in providing 2% of the money given by the donor organisations to Grameen Kalyan for the formation of the fund and implementation of various programs by the said fund. "Whereas in reality no banking transaction or any financial transaction took place, which is reflected in the accounts of Grameen Kalyan and Grameen Bank," it said.

Yet another serious allegation raised by Prof Majid was that from 1990-99, Dr Yunus had destroyed or removed various important documents from the records of Grameen Bank.

Again, Yunus Centre in its response pointed out Grameen Bank was always audited annually by country's renowned auditors Rahman Rahman Haque, Hoda Vasi Chowdhury & Co., Eknabeen, A Kashem & Company. 

They have never made any statement that any documents of the organisation were not available or destroyed. 

Nor did the inspection team of Bangladesh Bank and the committee formed by the government. 

Even the Grameen Bank Commission, formed after Yunus left the Bank, did not bring any complaint in this regard.

"Prof Yunus duly handed over his responsibilities when he left Grameen Bank 13 years ago," it added.

The Yunus Centre statement also addressed the Grameen Bank's need to point out that Prof Yunus did not own Grameen Bank - even though he never made such a claim. He has always maintained he has no ownership in any of the institutions created by him, including Grameen Bank.

At the same time however, it did point out that Grameen Bank have any ownership over the social enterprises it is claiming to 'take back'.

"It may be noted that except for Grameen Bank, the companies established by him are formed under Section 28 of the Companies Act, 1994 and do not have any form of ownership. Not Prof Yunus, no board members nor Grameen Bank own them. They have no owner. These companies are formed on the private initiative of the sponsoring members. Grameen Bank does not own any of these not-for-profit companies," Yunus Centre said.