Brother sues Latifur's daughter, widow over alleged forgery to seize control of Transcom

Highlights:

• Simeen, Shahnaz accused of faking board resolution
• Court orders affidavits from defendants within 30 days
• HC freezes all Transcom share transfers for three months
• Forged documents allegedly used to claim CEO, chair roles
• Saifur Rahman seeks cancellation of disputed share transfers

Saifur Rahman, a director of Transcom Group and younger brother of the conglomerate's late founder Latifur Rahman, has filed a case with the High Court, accusing Latifur's daughter Simeen Rahman and widow Shahnaz Rahman of forging board meeting documents to unlawfully take control of the top leadership positions in the group.

According to the case documents, Simeen allegedly forged signatures to create a fake board resolution that enabled her to assume the role of chief executive officer (CEO) of the group. The resolution was allegedly used by Shahnaz to take over as the group's chairperson.

The lawsuit claims the forged resolution was prepared after Latifur's death on 1 July 2020.

Following the lawsuit, the High Court has imposed a three-month freeze on all share transfers within Transcom Group.

The order came from the single Company Bench of Justice Khizir Ahmed Choudhury after the court took the case into cognisance. The court also directed the defendants, including Simeen, to submit affidavits within 30 days in response to the allegations.

Confirming the development, Barrister Ehsan A Siddiqi, Saifur Rahman's lawyer, told The Business Standard that the court accepted the petition on 20 May and issued the temporary ban on share transfers. The written order was released on 24 May.

Saifur, who holds 22% of Transcom's 50,000 shares (11,000 shares), is one of the four founding directors of the group. According to the case, filed under Section 43 of the Companies Act 1994, he seeks to rectify the company's share register by cancelling all allegedly illegal share transfers.

He has also sought the cancellation of current Group Chairperson Shahnaz Rahman and CEO Simeen Rahman's appointments, alleging both assumed their roles using forged board resolutions following Latifur's death.

Speaking to TBS, Simeen's lawyer Siddiq Ullah Miah said, "Both Saifur Rahman and Latifur Rahman's younger daughter Shahzreh Huq have filed separate cases with the High Court. The court has admitted both cases for hearing and imposed a three-month ban on all types of share transfers in Transcom.

"This restriction applies equally to everyone – Simeen Rahman, Saifur Rahman, Shahzreh Huq, or any other director or shareholder."

Earlier, Shahzreh also filed a separate case against the same defendants, bringing similar allegations of forgery and unlawful share transfer.

Transcom Group includes 18 companies including Transcom Electronics, Eskayef Pharmaceuticals, and PepsiCo. Currently, all of them are under the full control of Simeen.

According to company insiders, the combined valuation of these businesses stands at around Tk30,000 crore. Of this, Eskayef alone is valued at over Tk15,000 crore.

What are the allegations?

The case filed by Saifur Rahman alleges that Simeen Rahman and her mother Shahnaz Rahman falsely claimed that Transcom Group founder Latifur Rahman transferred his entire 23,600 shares in Transcom Limited to his children just weeks before his death.

The case states that Simeen and Shahnaz declared Latifur had executed the transfer on 13 June 2020 through Form-117, distributing 14,160 shares to Simeen, and 4,720 shares each to his son, the late Arshad Waliur Rahman, and younger daughter Shahzreh Huq.

As a result, Simeen allegedly claimed nearly 60% of Latifur's shares, while her siblings were deprived of their rightful inheritance under Islamic Shariah law, the petition says.

To support the transfer, the case alleges that a forged board resolution dated 13 June 2020 was created, falsely showing the approval of the share distribution by the company's board. The resolution purportedly listed all the group's directors including Saifur Rahman, Atiqur Rahman, Arshad Waliur Rahman, and Shahzreh Huq as present at the meeting.

However, all the four individuals have denied attending or being aware of any such meeting, and the case claims their signatures on the resolution were forged.

According to the case statement, both Saifur and fellow director Atiqur have already testified before the Police Bureau of Investigation (PBI), stating that no board meeting took place on 13 June 2020. The petition claims the Form-117 submitted to the Registrar of Joint Stock Companies and the board resolution are forged and the share transfer is therefore void.

Three days after Latifur's death, on 4 July 2020, Simeen and Shahnaz allegedly declared themselves as chairperson, managing director, and group CEO without any approval from the board or shareholders – actions the case claims were in clear violation of company law.

Additionally, the petition states that in August 2020, Shahnaz illegally acquired 9,000 shares of Transcom Limited from Transcom Electronics Limited without any board resolution authorising the transfer.

The case also alleges that Shahnaz transferred 100 shares to Md Kamrul Hassan, the former company secretary of Transcom Limited, and appointed him as a director in place of Arshad just nine days after Arshad's "mysterious" death.

According to the petition, this transfer violated Article 26 of Transcom Limited's Articles of Association, which governs how shares must be offered to existing shareholders before being transferred to others. As such, the transfer is claimed to be legally void.

The case further states that both Shahzreh and Saifur formally objected to the transfer during a board meeting on 25 June 2023. However, their objections were allegedly omitted from the official board resolution issued for that meeting.

Other legal battles over Transcom family disputes

On 22 March 2024, Shahzreh filed a murder case against her elder sister Simeen, accusing her of killing their brother Arshad.

Shahzreh claimed Arshad – who was divorced and had no children – was "killed through strangulation or poisoning" to prevent him from claiming his share of the family's wealth.

Earlier, on 21 February, she filed three separate cases with Gulshan Police Station against eight Transcom officials, including her sister Simeen and mother Shahnaz.

In those cases, she accused them of breach of trust, fraud, and document forgery in an alleged attempt to deprive her and her late brother of their rightful inheritance.