Rokaiya Nasrin, -Versus- Neptune Cold Storage Ltd. and others

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Case information

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Official index description (excerpt)

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If the pre-emption provision was intended to protect the existing shareholders against the introduction of an outsider, a shareholder intending to exercise that right would reasonably be expected to assert it when the proposed transfer came to his or her knowledge. Yet, even after the Petitioner expressly sought rectification by her letters dated 21.01.2016 and 09.02.2016, no shareholder came forward either to purchase the shares or to object on the ground that he or she intended to exercise the right of pre-emption. Nor has any competing claim been asserted throughout the prolonged pendency of the present proceeding. In these circumstances, the Court is not persuaded that the pre-emption clause can now be invoked merely as a technical objection to the Petitioner`s claim when the very persons for whose benefit the provision was incorporated have, with full knowledge of the transaction and the Petitioner`s claim, neither exercised nor asserted the right for many years. Their prolonged and conscious inaction, in the circumstances of the present case, amounts to waiver or acquiescence

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