Playing with Dr Yunus

What does law say

Nasiruddin Ahmed : Chairman of Grameen Bank Board of Directors AKM Saiful Majid has nominated three directors in Grameen Telecom and two in Grameen Kalyan from Grameen Bank on February 12 by virtue of the 155th meeting of Grameen Bank Board of Directors. Apart from this, chairman has also been nominated from Grameen Bank in both institutions.When the chairman and directors nominated from Grameen Bank went to take responsibility at the Grameen Telecom Bhavan located in Mirpur, a conflict situation arose with the currently working Grameen Telecom and Grameen Kalyan directors.
In view of this incident, a press conference was held at the Yunus Center in the Grameen Telecom Building on February 15.Muhammad Yunus and Managing Directors of Grameen Telecom and Grameen Kalyan.It was alleged in the press conference that Grameen Bank’s nomination of its own persons as Chairman and Director of Grameen Telecom and Grameen Kalyan is nothing but a plan to harass Muhammad Yunus to the countrymen and destroy his globally accepted social enterprise.

In such a situation, it is very natural to ask that under what authority Grameen Bank appointed the chairman and director in those two institutions, what is its legal basis?Who are the legal owners or controllers of Grameen Telecom and Grameen Kalyan?To get this answer, we need to know the structure of these two institutions.
In the 37th board meeting of the Grameen Bank Board of Directors held on 16 November 1994, Grameen Bank was allowed to join a consortium with other investors and at the same time sanctioned the establishment of a separate ‘not for profit’ company called Grameenphone.According to the decision of that board meeting, a company called ‘Grameen Telecom’ was created on October 8, 1995 under the ‘Company Act-1914’.
According to the company’s memorandum, Grameen Telecom will have a maximum of 25 members, of which Grameen Bank can nominate a maximum of 10 members.Apart from this, it is mentioned in Article 32 of Grameen Telecom’s Articles of Association that Grameen Bank will nominate three members of the 10-member Board of Directors.And Article 51 states that the Chairman of Grameen Telecom will be a person nominated by Grameen Bank.
In the 41st Board meeting of Grameen Bank held on December 1, 1995 the Board of Directors was informed about the establishment of a separate company named ‘Grameen Telecom’.In that meeting, it was decided to give a long-term loan of Tk 30 crore to Grameen Telecom from Grameen Bank’s own fund ‘SAF’ fund at 11 percent simple interest.
It was also decided in the meeting that apart from paying 11 percent interest on the loan from the ‘SAF’ fund, Grameen Telecom would pay at least 50% of its dividend to the ‘SAF’ fund.It is therefore undeniable that Grameen Telecom was established as per the decision of the Board of Directors of Grameen Bank and with the financial assistance of Grameen Bank. Now let’s talk about GrameenKalyan.
In the 42nd board meeting of Grameen Bank Board of Directors held on April 25, 1996, the proposal to form a separate institution named ‘Grameen Kalyan’ under the ‘Company Act-1994’ was approved for the welfare of members and employees of Grameen Bank.It was also decided in that meeting that after the establishment of ‘Grameen Kalyan’, the money received by Grameen Bank as grant for lending from various donor organizations and the money of Grameen Bank’s ‘SAF’ fund will be transferred to Grameen Kalyan.
On November 4, 1996, an institution named ‘Grameen Kalyan’ was created under the ‘Company Act-1994’.According to the memorandum of articles of the institution, Grameen Kalyan will have a maximum of 25 members and Grameen Bank can nominate a maximum of 10 of them.Grameen Kalyan’s Articles of Association 32 Article 3 states that Grameen Bank shall nominate two members of the 9-member Board of Directors of the institution and Article 48 states that the Chairman of Grameen Kalyan shall be a person nominated by Grameen Bank.
On December 31, 1996, Tk 347.18 crores of Grameen Bank’s grant received from donors and Tk 44.25 crores of Grameen Bank’s own funds ‘SAF’ fund were transferred to Grameen Kalyan.Later, due to the objections of the donor organization NORAD, Tk 347.18 crore of grant was returned to Grameen Bank in two rounds on December 31, 1997 and November 1, 2003, but the ‘SAF’ fund was not returned.
In addition, after 1996, another Tk 25.57 crores of Imputed Interest was given to Gramin Kalyan;That is, the total amount of money given by Grameen Bank to Grameen Kalyan is Tk 69.82 crores.Therefore, it is undeniable that Grameen Kalyan has been established as a subsidiary of Grameen Bank for the purpose of working for the welfare of members of Grameen Bank and with the money of Grameen Bank’s own fund ‘SAF’ Fund.
Therefore, it is clear that both Grameen Telecom and Grameen Kalyan were created with the direct financial assistance of Grameen Bank, as per the decision of the Board of Directors of Grameen Bank. The matter is clearly mentioned in the Articles of Association of these two institutions. Dr. Muhammad Yunus was appointed as the chairman of both institutions as a representative of Grameen Bank.
Although he resigned from the post of managing director of Grameen Bank in 2011 on the orders of the court, he did not leave the post of chairman of these two institutions.
It should be noted that till 2020 there were directors nominated by Grameen Bank in these two institutions. Therefore, there is no legal lapse in the appointment of Chairman and Director in Grameen Telecom and Grameen Kalyan by Grameen Bank.
Economists and concerns said that Dr Yunus should not harassed in any way as he is the only noble laurate of Bangladesh and a world-wide respected person. We should engage him for the welfare of the state by attracting foreign investments, boosting exports of commodity and manpower and many more, they added.