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REGISTERED WITH AD

To,

Governor
Bangladesh Bank
Bangladesh Bank Bhaban,
Motijheel, Dhaka.

Notice Receiver.
From
The Legal & Associates
Barristers and Advocates
30, Bijoynagar, Dhaka-1000

Notice Sender.
For & on behalf of

S.A. Oil Refinery Ltd.,


represented by its Managing
Director, Mr. M. Shahabuddin
Alam having its office at the
2nd and 3rd floor, Agrabad,
Chittagong
Subject: Legal Notice.
Dear Sir,

Under the instructions of our client, S.A. Oil Refinery Ltd. we are
Serving a legal notice upon you seeking a direction upon the
National Bank Ltd to covert the existing funded liability to term
Loan of Tk. 177.64 Crore (re-scheduling) to be paid within the period
stipulated in the No Objection Certificate contained in Reference
No. BRPD( P-1)/661/13( Cha)/2015-931 dated 04.04.2915 issued by
Bangladesh Bank on the proposal of the Board of Director of National

Bank Ltd made on the prayer re-schedule of the applicants funded


liability by exercising the power conferred to Bangladesh Bank under
Section 45 of the Banking Companies Act, 1991 with a prayer for
direction upon the said Bank to treat the applicant in accordance
with law without discrimination. The contents of the said Notice are
as under:

1.
That our client, the Managing Director of S.A Refinery Ltd.
availed loan facilities from Bangladesh National Bank Ltd, a
financial institution performing its function under the supervision
and guidance of Bangladesh Bank.; Due to fall of business and
most-worst business scenario as well as the tremendous financial
hardships of our client, an outstanding amount of Tk. 177.64 Crore
remained unpaid despite many efforts of our client. This situation
made compel our client to seek co-operation of the Bank and in term
of the discussion with the higher management of NBL, the Managing
Director of the Company made an application to the NBL on 13.12.2014
with a prayer to covert the existing funded liabilities to term Loan
of Tk. 177.64 Crore to be paid within 8 years with an interest @ 10%
per annum by paying TK. 9 Crore as down payment and accordingly, the
Bank placed the said proposal to the Board of Directors and pursuant
to the decision of the Board, the NBL directed our client to deposit
TK. 9 Crore as down payment with the assurance that the entire loan
liabilities will be re-scheduled providing payment flexibility subject
to the approval of Bangladesh Bank and accordingly the Company paid
the said amount with a legitimate expectation with regard to the
conversion of the funded liability to term Loan amounting Tk.
177.64 Crore
2.
That in view of above, the Management of Bank accepting the
proposal of our client, took a positive decision and forwarded the
same to Bangladesh Bank on 30.12.2014 seeking No Objection
Certificate and accordingly, Bangladesh Bank through one of its

Assistant Director provided No Objection Certificate vide Reference


No. BRPD(P-1) /661/13( Cha)/2015-931 dated 04.02.2015 permitting to
reschedule of two loans for a term of 5 years. But most illegally, in
a very capricious manner, pending decision of Bangladesh Bank, on
29.01.2015 NBL issued a letter addressing the Managing Director of S.A
Group and gave proposal beyond the prayer of the Company directing
our client to pay off the entire liabilities with 3 months which is
ex-facie illegal , arbitrary , discriminatory and have been made in
contravention of the existing provision of law as it is quite
impossible for our client to pay off the outstanding liability
amounting more than Tk. 177.64 Crore within the given period.
3.
That whereas Bangladesh Bank by accepting the proposal of
NBL, issued a No Objection Certificate with regard to the
re-schedule of outstanding liability of our client for a term of 5
years from the date of reschedule, the NBL prior to the decision of
Bangladesh Bank, cannot direct our client to make payment within 3
months. Issuance of such letter by the NBL is not only illegal but
also malafide, arbitrary discriminatory and has been issued with an
ulterior motive out of personal grudge which is liable to be
interfered by you the Notice Receiver as Bangladesh Bank has a vital
role in this regard being empowered under Section 45 of the of
Banking Companies Act,1991 to give any direction upon any bank or
financial institution for public interest or for the development of
banking practice and for the proper management of a concerned bank.
4.
That the behavour as shown toward our client by NBL is
contrary to the Banking policy and directive of Bangladesh Bank
provided to all Banks for improving the relation of Bank and its
customers and a gross violation of the norms of financial
institution. The NBL being a financial institution cannot commit fraud
upon its customers showing arbitrary and discriminatory manner and as
such being the regulatory body of the said Bank, Bangladesh Bank for
the public interest, under its monetary and banking policy should
interfere with the arbitrary and discriminatory action of NBL in

order to prevent the affairs of any banking company being conducted


in a manner detrimental to the interest of the customer of any banking
company or in a manner prejudicial to the interest of the banking
company and as such NBL is liable to be directed to covert the
existing funded liability to term Loan of Tk. 177.64 Crore (
rescheduling) for a term stipulated in the No Objection
Certificate issued by Bangladesh Bank and NBL is under legal
obligation to treat our client in accordance with law, otherwise the
Company shall be highly prejudiced .

5.
That the behavior of NBL as shown toward our client in such a
manner to which no man of prudent could be agreed with it as being the
total infringement of the fundamental right of our client as
guaranteed in the Constitution which is a solemn expression of the
will of the citizens of republic as well as the gross violation of
the provisions contemplated in the different Articles of the
Constitution Article 11 of the Constitution states The Republic
shall be a democracy in which fundamental human rights and freedoms
and respect for the dignity and worth of the human person shall be
granted NBL has intentionally ignored Article 19 of the
Constitution which ensured the equality of opportunity to all
citizens by adopting effective measures to remove social and economic
inequality between man and man and to ensure the equitable
distribution of wealth among citizens, and of opportunities in order
to attain a uniform level of economic development throughout the
Republic. Article 29 affirms by strengthening the principle laid down
in Article 19 and 27 of the Constitution by making the equality of
opportunity. The fundamental right of our client has been nakedly
denied by NBL as our client is entitled to enjoy equal protection of
law and to be treated in accordance with law and only in accordance
with law which is the inalienable right of every citizen as guaranteed
in the Constitution. The decision of NBL is arbitrary, malafide,
oppose to public policy and has been taken by introducing a pick and

choose policy in a discriminatory manner with an ulterior motive and


malafide intention thereby causing serious inconveniences to our
client which liable to be interfered by Bangladesh Bank being the key
player for the financial sector of Bangladesh as well as for the
economy. Bangladesh Bank is the banker to the government as well as to
other banks. It formulates and implements monetary policy, manages
foreign exchange reserve and is the authority to supervise and
regulate other banks and non-bank financial institutions enjoying
boundless power and authority under its affiliated Banks.
6.
That Section 45 of the of Banking Companies Act,1991 has
provided ample power to Bangladesh Bank to give directions to all
scheduled and private bank and Financial Institution subject to its
satisfaction in the public interest, or to provide for the
improvement of the monetary policy or banking policy, or to prevent
the affairs of any banking company being conducted in a manner
detrimental to the interests of the depositors or in a manner
prejudicial to the interests of the banking company; or to secure the
proper management of any banking company, it is necessary to issue
directions to banking companies generally or to any banking company in
particular, it may issue such direction as it deems fit; and the
banking company concerned shall be bound to comply with such
direction.This Section gives a clear indication, as to which
situation Bangladesh Bank shall act and our client is entitled to get
proper directive of Bangladesh Bank upon NBL under section 45 of the
Act which imposed a legal duty upon the Bangladesh Bank to do needful
in accordance with law by exercising supervisory powers of the
Bangladesh Bank within the meaning of Section 45 of the Bank Companies
Act, 1991.

That under the above facts and circumstances, and under instruction of
our said client, we call upon you to give direction upon the National
Bank Ltd to covert the existing funded liability to term Loan of Tk.

177.64 Crore ( rescheduling) for a term as stipulated in the No


Objection Certificate issued by Bangladesh Bank on the proposal of
the Board of Director of National Bank Ltd made based on the prayer of
re-schedule of our by exercising supervisory power conferred to
Bangladesh Bank under Section 45 of the Banking Companies Act, 1991
and also direct the said Bank to treat our in accordance with law and
failing which we have the instructions from our Client to take legal
action in the Courts for redress such grievances in which
case you shall have to bear the costs of the suits.