Australia, Nov. 22 -- Supreme Court of Victoria issued text of the following judgement on Nov. 14:

1 The plaintiff and first defendant by counterclaim, SM Nazmus Shadat ('Mr Shadat'), is the owner of 38 of the 100 issued shares in the third defendant and plaintiff by counterclaim, ANIT Australia Pty Ltd ('ANIT'). The first defendant, MD Imtiaj Rahman ('Mr Rahman'), also owns 38 shares. The remaining 24 shares are owned by the second defendant, MD Abu Huraira ('Mr Huraira').

2 ANIT was incorporated on 8 August 2016. It provides education services to foreign students under the trading name 'Albright Institute of Business and Language' ('Albright').

3 At a shareholders' meeting held on 31 March 2020, Mr Rahman and Mr Huraira, voted to remove Mr Shadat as a director of ANIT. The relevant resolution was in the following terms:

Due to various unethical, unfair and unexpected transactions carried out by SM Nazmus Shadat, a vote shall be cast in order to determine whether Mr Shadat shall remain as a Director. Both Md Abu Huraira and Md Imtiaj Rahman voted in favour of SM Nazmus Shadat being removed as a Director. Since they hold the majority of shares (62% in total) an ordinary resolution was passed where the outcome is the removal of SM Nazmus Shadat as a Company Director. Mr Shadat was reluctant to sign the minutes and disagreed with the whole outcome. 4 The removal of Mr Shadat as a director of ANIT and associated events lie at the heart of this proceeding.

5 The three men were formerly friends. They shared a cultural background, having immigrated from Bangladesh. Mr Shadat arrived in Australia and moved to Melbourne in 2009, and obtained a Certificate IV in Accounting from Swinburne University in 2012. He later graduated with a Bachelor of Business from the Kaplan Business School in 2014. Mr Rahman came to Australia in 2012, and obtained professional accountancy qualifications from the Charles Stuart University, Melbourne Campus in 2014.

6 In 2014, the Australian Government introduced the Pearson Test of English (PTE) which is an English language test which must be completed as a pre-requisite to obtaining permanent residency. Both Mr Shadat and Mr Rahman completed the PTE successfully in late 2014, and obtained permanent residency in Australia. From about 27 January 2015 onwards, Mr Shadat and Mr Rahman started operating a private coaching business known as PTE Study Centre, which provided English language training to students with the aim of enabling them to achieve good results in the PTE.

7 Mr Rahman had already obtained an ABN in his own name on 30 April 2013. Initially, when the business started operating under the 'Melbourne PTE Study Centre' name, it used Mr Rahman's personal ABN and operated from Mr Rahman's house in Sunshine.

8 On about 6 March 2015, Mr Shadat and Mr Rahman opened a new PTE branch in Parramatta and then a second branch later in December 2015 in Surry Hills, which they referred to collectively as 'Sydney PTE Study Centre'. The Sydney branches were managed by Mohammed Rashedul Alam Khan ('Mr Khan').

9 On 22 April 2015, PTE Study Centre Pty Ltd was incorporated and obtained its own ABN. Its 100 issued shares were owned in equal parts by Mr Shadat and Mr Rahman, who were appointed as the company's directors. PTE Study Centre Pty Ltd started operating the PTE businesses. On 17 December 2015, Mr Shadat resigned as a director of PTE Study Centre Pty Ltd and transferred his shares in the company to Mr Rahman. The circumstances of Mr Shadat's resignation and transfer are disputed and are subject to further consideration below.

10 Despite his resignation as a director, Mr Shadat remained involved (to use a neutral term) with the PTE Study Centre businesses.

*Rest of the document and Footnotes can be viewed at: (https://www.austlii.edu.au/cgi-bin/viewdoc/au/cases/vic/VSC/2024/705.html)

Disclaimer: Curated by HT Syndication.