BSEC steps in amid turmoil at Navana Pharma

The Bangladesh Securities and Exchange Commission (BSEC) has ordered an investigation into allegations that the board of Navana Pharmaceuticals was forcefully taken over during a contentious meeting in January by several individuals, including sponsor shareholder Sayeed Ahmed.

BSEC formed a four-member investigation committee on Sunday with a seven-day deadline for submitting its report, and ordered a halt to implementation of decisions, including several high-profile appointments, made at that meeting until the probe concludes.

The dispute centres on a January 29 board meeting, which, according to a company disclosure, elected Javed Kaiser Ally as chairman, appointed Sayeed Ahmed as managing director, and named Md Aminul Hoque Bhuiyan as acting company secretary.

Saiqa Mazed, the company’s independent director who was appointed chairman in 2025, alleged in a complaint to the BSEC on the same day that none of these appointments was on the meeting agenda, nor were they discussed or voted on.

She also alleged that Ahmed allowed Anisuzzaman Chowdhury, brother of former land minister Saifuzzaman Chowdhury, and several other individuals who had resigned from the board after August 5, 2024, to join the hybrid meeting via Zoom without board approval.

“As chairman of the board, I requested them to exit the meeting. I ordered the IT team to exclude them. However, Ahmed asked the IT team not to pay heed to me and forced me to make him MD,” she said in the application to the market regulator.

Under threat, she and other independent directors exited the board meeting, Mazed wrote.

Anisuzzaman holds 3.74 percent of Navana Pharma’s shares. His inclusion as a director appeared on the company website following the meeting, but was not mentioned in the January 29 disclosure.

After receiving the allegation, the BSEC called a meeting on 8 March 2026 and received statements from independent directors, the company secretary and Ahmed.

The regulator found Mazed’s allegations credible and said Ahmed had failed to adequately address them.

Ahmed denied the allegations, telling The Daily Star that all actions complied with regulations.

Asked why he allowed non-director members in the board meeting, he said he allowed them because their resignations were not accepted.

Banks had not issued no-objection certificates (NOCs), and the Registrar of Joint Stock Companies and Firms (RJSC) only accepts resignations when banks give NOCs, he said.

The individuals had therefore withdrawn their resignations and were legally directors again, he stated, adding that this was not disclosed because such withdrawals are not mandatory disclosures under the corporate governance code.

Regarding forcing Mazed to make him the managing director, Ahmed said he had already been the acting managing director for more than a year. During this time, he has repaid loans of around Tk 200 crore.

“I did not force. Most directors of the company wanted me and appointed me as the managing director,” he said.

He went on to say that, being a nontechnical person in legal matters, he regrets being unable to adequately address several technical and legal questions raised during the hearing at the BSEC.

He also challenged Mazed’s independence, claiming she is the cousin of Professor Jonaid Shafiq, a former managing director and current director of the company.

Mazed acknowledged the family connection but said it does not disqualify her under the corporate governance code, which defines immediate family members more narrowly.

Navana Pharma, which was listed in 2022, saw sales rise 28 percent to Tk 884 crore in fiscal 2024-25. Its shares rose 1 percent to Tk 60 yesterday at the DSE.