Mohammadi Group’s Annisul Huq sued

A well-known garment manufacturer has been sued by a young entrepreneur for allegedly bullying the latter out of a company he conceived and set up at the age of 21.

Nuher Latif Khan, hailed by The Daily Star last year as one of the top ‘high-achieving young entrepreneurs’ in Bangladesh, has sued Annisul Huq of Mohammadi Group, which runs a few readymade garments factories. Khan and his sister are seeking protection entitled to minority shareholders in a limited company.

Nuher Khan, in his petition, says Annisul Huq and his family “have resorted to outright threats, intimidation and bullying tactics to the point of forcing the petitioner out of the office” and then he was removed as the Managing Director on Mar 23 of Desh Energy with a portfolio of 110 megawatts.

Khan says Huq’s majority-owned family firm Mohammadi Group executives handled all the finances of the Desh Energy Ltd and alleges that irregularities have taken place.

“The Board Resolution mandated that the Company’s bank account would be operated under joint signatures from any one of the members of the designated Group A, consisting of Respondent Nos. 2 (Annisul Huq) and 3 (his son Navidul Huq), and Group B, consisting of the petitioner and his sister. Despite such a resolution and instructions to the Company’s bank, Respondent Nos. 2 and 3 withdrew an amount of Tk. 28,00,000.00 without the petitioner’s signature on the cheque,” said the petition filed on Monday.

Justice Md. Rezaul Hasan, who presides over the High Court’s company bench, heard the petition on Tuesday morning and ordered that a notice be issued.

The two siblings, the petitioners, were represented by Senior Advocate and Barrister, Akhtar Imam, assisted by Barrister Rashna Imam and Barrister Reshad Imam.

“The petitioners are apprehensive that if Annisul Huq continues to mismanage the company at this rate, very soon the company will not be able to meet its liabilities to the banks, leading to the banks liquidating the personal guarantees given by the petitioners,” the lawyers said in a statement after the hearing.

Annisul Huq, who was installed as President of FBCCI during the 2007-08 military-run caretaker government, has been accused of threatening Khan’s “physical safety and security” and “illegally and arbitrarily usurping control of the management of the Company from the Board of Directors”.

Huq has also served as President of BGMEA and as ex-officio Chair of Saarc Chamber in the organisation’s rotation system.

Annisul Huq could not be reached, immediately, for comment. bdnews24.com tried calling him several times on his regular mobile phone number at around 1:30pm, roughly two hours after the hearing ended, but failed to elicit a response.

“The petitioners have also made allegations that Annisul Huq is running Desh Energy as a ‘family business’ and in flagrant violation of the relationship of trust and confidence between the parties, Annisul Huq and his son, most arbitrarily dismissed Nuher Latif Khan from his position as the founding Managing Director, seized his car, stopped his fuel and mobile phone allowances and forced him to leave the Desh Energy premises by resorting to violent threats and bullying tactics to the extent that he feared for his own physical safety and security,” the lawyers said in the press statement.

“Annisul Huq has also refused to buy out the shares of the petitioner. The present situation is such that the petitioners find themselves ‘locked-in’, that is, they are not allowed to take part in management or sell their shares. They are not being paid any dividends or salaries as directors. The petitioners allege that having used and exploited their talent and expertise in the power sector to date, Annisul Huq now wants to discard them without a penny in the most harsh, burdensome and wrongful manner,” the press statement said.

“Given the irretrievable breakdown of the relationship between the parties, the petitioners have sought a court order directing Annisul Huq and his son to buy their shares at a fair value.”

Huq and his son upped their combined stake in the company from 51 percent in 2006 to 60 percent in 2007-08 and finally to 80 percent now. His son Navidul Huq has five percent and Annisul Huq chairs the board.

Khan, then just 21 on his completion of studies at the UK’s prestigious University College London, set up the power company in 2005.

One Md Jahangir Alam had held 50 percent stake, while Nuher 25 percent and his sister Shahpar Sabah 25 percent.

In 2006, Annisul Huq and son Navid became partners and were given 51 percent stake with the understanding that an experienced Huq would invest, support and guide the young entrepreneurs. “Nothing of that sort happened,” said Nuher Khan.

Asked why he did not try an out-of-court settlement, Nuher Latif Khan said it was “impossible to negotiate with this family because Annisul Huq and his wife would often threaten me, harass me and intimidate me”.

“Once I was told by Mr. Annisul Huq that in 1986 he had one man disappear and ‘you know the guy ended up in a grave’,” Khan told bdnews24.com.

“Both of them often warn me not to try to challenge them as they were very influential with the media,” Khan said.

“’We can do anything in the media’, Mr. Annisul Huq told me recently, ‘didn’t you see what I did during the FBCCI elections’,” Nuher Latif Khan said and added he was “obviously referring to his numerous TV appearances”.

“‘Who doesn’t know Annis’, his wife would often tell me, ‘you know he is very very powerful’.” His wife, Rubana Huq, is the Managing Director of the Mohammadi Group.

“Mr Annisul Huq has a terrible habit of recording conversations whether it is on the phone or during meetings, then would edit the same making the entire conversation appear completely out of context,” said Nuher Khan. “Who wants a legal battle? It came only as the last resort.”

In his petition, Nuher gave an account of alleged maltreatment by Annisul Huq.

“The Respondents No. 2 (Annis) and 3 (Navid) continued to harass and bully the Petitioner No. 1 (Nuher) further by stopping his fuel allowance, his cell phone allowance, seizing the company car that was at his disposal, and making false and baseless allegations against him, solely intended to create a false basis for eventually dismissing him from his position as the Managing Director of the company, which was the ulterior motive of the Respondents No. 2 and 3 all along,” the petition to the High Court said.

“The petitioner wrote multiple letters to the Respondent No. 2 (Annis) challenging various decisions taken by the Respondents No. 2 (Annis) and 3 (Navid) arbitrarily and seeking clarification as to why the Petitioner No. 1 (Nuher) being the Managing Director and a Director (Sabah) were being excluded from major management decisions.”

Khan said Annisul Huq ignored all such letters, sent and received officially.

Khan said in his petition that Annisul Huq took management decisions and “the many instances of serious mismanagement” included purchase of cheap spares that damaged the 100-megawatt power plant in Siddhirganj.

“Since they have illegally and arbitrarily usurped control of the management, they have failed to conduct the essential Annual Capacity Tests of the 100 MW to the detriment of the Company,” the petition said.

“Already almost two months have elapsed since the scheduled date of that test. The company’s contract with the BPDB for Supply of Electricity puts the company under a contractual obligation to carry out this test within the scheduled date.”

Nuher Khan said in his petition that he sought an “explanation” from Huq “with regard to this delay” but received no response.

The following is the statement Annisul Huq emailed to bdnews24.com at around 6pm in response to the above story.

"The issue in discussion relates to a private company which has been taken to court for some malafide purpose and shall be settled within the judicial process. I have utmost trust on the outcome and findings of the Court. Since an unsubstantiated story has been reported and my reputation is involved, I feel that a brief facts need to be stated without prejudice to the court's finding and decision. Mohammadi Group has an investment and liability of over 400 crores in the company. Nuher in fact approached our group and was given the opportunity of his first substantial venture. Nuher L. khan and his sister Sabah Khan are only 20 percent shareholder without making any substantial investment. Nuher and Sabah incorporated the company named Desh Energy Limited. Nuher has been acting as a Managing Director since the beginning. As per Company documents and returns with RJSC, till date he is still holding the position of the Managing Director of the Company. The statement of Nuher that he has been ousted from the office of Managing Director of the Company is absolutely false and baseless. Rather due to his non-cooperation to sign the company documents on even urgent situations, his wilful absence from the office of the Company and most importantly, he is holding the position of Managing Direction for a continuous period of more than 5 years in clear violation of Articles of Association of the Company and section 110 of the Companies Act, 1994, we called a Board Meeting recently with an agenda entitled 'Appointment/Re-appointment of Managing Director". Nuher and Sabah both attended the Board Meeting. So his statement that he did not attend the office due to threat etc. are all baseless and malafide. The company has suffered tremendously for his mismanagement and unethical collaboration with suppliers. For the last two years, he has been sitting in another office at his own will and has not even attended office at Desh Energy's premises. Rather he has started his own business. He has attended the last board meeting and it was only yesterday he refused to attend the AGM and EGM that was scheduled.

I still do not know when the case is filed and on what ground. I still do not know what the court ordered. So far I came to know from the news clip that the Court issued a rule. Since an agenda has been adopted for discussion to assess and record the overall affairs of the company and liability of Nuher, if any, as managing director of the company, he may now have been misusing the court to avoid the responsibilities of the MD and to escape from the liabilities that he has created for the company.

Finally, I would like to state that the statements made in the story are unsubstantiated and completely false. This completely unsubstantiated story has been published to malign the reputation of our company and is nothing, but a reflection of a personal vengeance. In fact this is the reflection of what Nuher threatened me to do. However, since the matter is now sub-judice and if all the statements were stated in the petition, the court would decide and I do not want to frustrate the due process of law by making detailed statement before the press.”