Judgement 1

Civil Appeal No. 47 of 2025
(From the judgment and order dated 15.06.2015 passed by the High Court Division in Writ Petition No.10820 of 2014).

M/S. AMS Faraji Construction
Vs
The govt. of Bangladesh and ors.

Thereby, the Government’s authority to manage, liquidate or dispose of the assets of the Mill arises from the statutory regime governing nationalised industries that eventually led to execution of a deed of agreement for sale with the appellant.
Viewed from that perspective, the transaction relating to disposal of the Mill cannot be regarded as entirely devoid from the statutory framework within which the Government was acting.

In the above backdrop, since the issue as to abolishing the Liquidation Cell is still sub-judice in connection with Writ Petition No.17233 of 2012 and that the agreement in question had been executed by the Liquidator, writ-respondent no.2, on 01.01.2014 during pendency of the said writ petition, as such, it cannot be said that the Liquidation Cell was not in existence at the time of execution of the deed of agreement.

It is, thus, evident from the above provision that the Mill cannot be transferred outside the method as prescribed thereunder, including a negotiated agreement. It is apparent from record that the method of transfer of the Mill under the agreement did not comply with the due course of law. Thereby, the exercise of authority by the Liquidator through execution of the agreement bypassing the statutorily mandated process contravenes the specific instructions required under the order. Taking into consideration of the said position of law and facts, this Division has rightly observed that writ-respondent no.2 was not invested with any power to sell the Mill other than by tender.

It is, therefore, evident from the conduct and actions of both the parties that all the material terms of the agreement had not been finally settled between them and that certain obligations remained to be performed. Upon careful scrutiny of the terms embodied in clause 7 of the agreement, which stipulates that বিক্রেতা কর্তৃক তফশিলী সম্পত্তির মূল্যের অবশিষ্ট সাকুল্য টাকা নির্ধারিত সময়ের মধ্যে পরিশোধ করা এবং প্রয়োজনীয় বিক্রয় দলিল সম্পাদন না হওয়া পর্যন্ত., in particular, clearly envisages that the balance of the consideration price must be paid within the stipulated time and the requisite deed of sale must thereafter be executed and registered. Thereby, a contingency was expressly created under the agreement, requiring the fulfillment of these stipulated obligations before the transfer of the Mill could attain its final and legally effective form through the execution and registration of a deed of conveyance.