Tussle over Bengal Fine ownership as founders sell stake twice

Infographics: TBS

Sea Pearl Beach Resorts and Spa Limited owners have allegedly taken over the factory of Bengal Fine Ceramics, which has been delisted from the Dhaka bourse's main board since 2009, by force amid a tussle over its ownership. 

The conflict arose after the acquired company's founders sold the sponsor-directors' shares to two different parties – businessman Bishwajit K Roy and Sea Pearl owners.

Bishwajit bought a 24.29% controlling stake in Bengal Fine in 2012 and 2013 through a memorandum of understanding (MoU) with the original sponsors and directors.

Enamul Wadud Khan and his family were the founders of the company. Wadud's brother Rashed Maksud Khan and his daughter Farzana Rubaiyat Khan were its directors. They jointly owned a 30.15% stake.

With a new investment, Bishwajit brought back the company, which had been closed since 2007, to production in 2019. Presently, the annual revenue of Bengal Fine Ceramics is around Tk20 crore.

While speaking to journalists, Abhijit Kumar Roy, son of Bishwajit and executive director of Bengal Fine Ceramics, said the company's factory located in Savar was forcibly taken over on Sunday morning.

"Sea Pearl people, along with local political activists, forcibly entered the factory around 9am on Sunday. Factory and office buildings have been taken over by throwing out the security personnel, officials, and employees of the factory," he added.

A journalist for a national daily was also beaten up while covering the incident, according to witnesses.

Moshiur Rahman, manager (administration) of Sea Pearl, present at the factory entrance, told TBS, "There was no incident of illegal takeover. Rather, they (Bishwajit) are illegal. We entered the factory peacefully in the morning."

At this time, after the inspection of the factory, Savar Model Police Station Officer-in-Charge Md Shahzaman told TBS, "I did not find any sign of occurrences on the spot. We still don't know who the original owners are."

Abhijit said the police arrived at the spot after he called 999 as he could not enter the factory.

How tussle begins 

As per a MoU, businessman Bishwajit K Roy purchased the shares at Tk75 each. However, Bishwajit, who was already running the company, which was listed in 1996, has yet to get the shares transferred to his own beneficiary owner (BO) account due to various complexities and dillydally by the original owners, Abhijit, told The Business Standard.

Bengal Fine Ceramics founders again sold their stakes to a second party – Aminul Haque, managing director of Sea Pearl, also a listed company; his brother Ekramul Hoque, mayor of Mymensingh City Corporation; and his son Samiul Haque Shafa.

On that basis, the Bangladesh Securities and Exchange Commission (BSEC) in December last year allowed the transfer of shares to Aminul and his family members.

With the consent of BSEC, Sea Pearl owners took control of the company.

Abhijit told TBS, "As per the MoU, the original owners of the company received the money before getting permission from the commission, even though they applied to the BSEC."

"Despite receiving the share sale money, Rashed Maksud Khan, one of the original owners, continued to prolong the share transfer process, showing an excuse of due diligence. In the end, we did not get shares transferred. Due to this, we have taken on the responsibility of managing the company through an annual general meeting, so that the production of the company is going on," he added.

When asked about the share sale, Enamul Wadud Khan, the original entrepreneur and former shareholder director of the company, declined to comment.

When attention was drawn to selling the shares twice, he said, "I was the owner, I sold the shares. I can't say more than that." He suggested talking to those who had bought it.

When contacted in this regard, an official of the relevant department of BSEC said that even though Bishwajit bought shares from the original owners, the share ownership did not change. As a result, the original entrepreneurs applied to sell shares to a new entrepreneur (Sea Pearl), which the commission allowed.

The first purchase  

Bishwajit bought a total of 1,57,904 shares of the company when it had a liability of Tk46 crore. Biswajit's share purchase information is available on the Dhaka Stock Exchange website.

According to the MoU signed with a stamp of Tk150, against the purchase of shares, Biswajit would pay a total liability of Tk46 crore held by the company and its then managing director.  

According to the MoU, the company owed Agrani Bank Tk30 crore, the then managing director's loan was around Tk4 crore, utility bills stood at Tk2 crore, and other liabilities were Tk5.71 crore and Tk4.16 crore to be paid against ICB debentures by Biswajit.

He paid Tk8.40 crore to Agrani Bank, besides regularising the loan and also paying the company's outstanding utility bills.

Objection to pay debt for not getting all assets

According to sources, Biswajit did not receive all the assets, even though he bought the shares on the condition that he would get the company's land and assets by paying the debts.

For this reason, he regularised the loans taken in the name of the company but did not pay the debts or liabilities of the managing director. After that, the original owners went to court to cancel the MoU.

However, in 2016, the original owners moved to court, reclaiming ownership of the company, but the High Court allowed Biswajit to serve the company as its managing director.

When Rashed Maksud Khan died in 2024, his daughter Farhana Rubayet Khan reclaimed ownership and resold the shares already sold by her father to Sea Pearl owners.

Abhijit also wrote a letter to the Prime Minister's Office last month highlighting the issue of purchasing, resuming production, and taking possession of the ownership of the company. He also mentioned an attempted forced eviction from the company.

BSEC allowed share transfers amid investigation 

On 27 July 2022, the commission wrote a letter to Abhijit asking for information about the sale of shares of Bengal Fine Ceramics without its permission. An inquiry committee was also formed to investigate the matter.

Abhijit K Roy said the commission cannot permit the owners to sell their shares to another party when an investigation is underway regarding the sale of the company.