BSEC forms enquiry committee against Navana Pharma over board dispute

The Bangladesh Securities and Exchange Commission (BSEC) has formed an investigation committee to examine allegations of irregularities surrounding board meetings and a leadership dispute at Navana Pharmaceuticals.

The securities regulator took the decision on 8 March and issued an official notification on 10 March, directing a four-member committee to conduct a detailed probe into the matter.

The committee consists of Lutful Kabir, additional director of the commission, Delowar Hossain, additional director, Motiur Rahman, assistant director, and Nizam Uddin, assistant director. The committee has been instructed to submit its report to the commission within seven working days, considering the urgency and importance of the issue.

The dispute stems from developments during the company's 65th board meeting held on 28 January. After approving the official agenda items, the meeting was formally closed by chairman and independent director Saiqa Mazed.

However, after the meeting was adjourned, another faction of the board reportedly convened and elected Javed Kaiser Ally as the new chairman and Sayeed Ahmed as the managing director, while also replacing the company secretary.

Saiqa Mazed later declared those decisions illegal, arguing that the appointments were made after the meeting had officially ended. She subsequently filed a petition with the BSEC seeking to annul the decisions and also lodged a case at Gulshan police station, citing threats from the rival group.

Following the allegations, the BSEC held a meeting with the board members and the company secretary of Navana Pharmaceuticals to review the situation before forming the inquiry committee.

According to the notification, the commission believes that the issue requires a comprehensive investigation as the composition of the company's board, the conduct of board meetings and corporate governance practices are closely linked with protecting the interests of general investors.

As part of the inquiry, the committee will examine several issues, including whether the company's 64th board meeting was actually held and if so, whether it was conducted in accordance with applicable laws and regulations. The probe will also review whether notices for the board meetings were properly issued as required by law and whether all eligible directors received those notices.

Investigators will also determine whether any external individuals received meeting notices or participated in the meetings and whether there were irregularities in setting the agenda, approving resolutions or preparing the minutes of the 65th board meeting.

The committee will further assess whether the processes related to appointing directors, removing the chairman and appointing or replacing the company secretary were carried out in accordance with legal requirements.

The regulator also directed that the board structure that remained in effect until the company's 63rd board meeting will continue unchanged until the disputed matters relating to the 64th and 65th meetings are resolved.