Takaful Islami Insurance Chairman Accused Of Unauthorised Litigation

The governance of Takaful Islami Insurance Limited has come under intense scrutiny following allegations that its Chairman, Tahmina Afroz, initiated legal proceedings against the industry regulator without the requisite approval of the Board of Directors. The controversy, which centres on a disputed directorial election, has raised significant concerns regarding corporate transparency and the adherence to established insurance regulations in Bangladesh.

Allegations of Procedural Impropriety

Several directors of Takaful Islami Insurance have formally lodged a complaint with the Insurance Development and Regulatory Authority (IDRA), asserting that the Chairman acted unilaterally in filing a writ petition with the High Court. According to the written complaint submitted on 5 February 2026, the Chairman allegedly issued an authorisation letter for the litigation—identified as Writ Petition No. 286/2026—without tabling the matter in any board meeting or securing a majority consensus.

The complainants, including directors Md. Abul Hashem, Md. Humayun Kabir Patwari, and Md. Abul Hashem, argue that this action constitutes a severe breach of corporate governance. They maintain that the Chief Executive Officer (CEO) and the Company Secretary have also kept the Board in the dark regarding vital legal opinions, election commission reports, and critical correspondence from the regulator.

The Catalyst: Disputed Election Results

The roots of the current crisis trace back to the company’s 25th Annual General Meeting (AGM), where allegations of vote rigging and irregularities in the election of directors first emerged. Following a formal grievance, IDRA commissioned the audit firm Mahfil Huq & Co. Chartered Accountants to conduct a thorough investigation into the ballot counting process.

The investigation reportedly confirmed evidence of manipulation. Consequently, on 8 December, IDRA issued a directive to rectify the board’s composition. The regulator ordered the removal of five individuals who were declared winners through the irregular process:

• A.B.M. Kaikobad

• Md. Masudur Rahman

• Tahmina Afroz (Chairman)

• Ziauddin Poddar

• Md. Saiful Islam

In their stead, IDRA directed the company to instate the candidates deemed the rightful victors: Md. Mofiz Uddin, Farzana Rahman, Anwar Hossain Chowdhury, Nafisa Salma, and Md. Osman Gani. The unauthorised writ petition filed by the Chairman seeks to challenge this specific regulatory order.

Concerns Regarding Corporate Governance

Director Md. Humayun Kabir Patwari expressed his concerns to the media, stating that any decision to enter into litigation on behalf of the company must be sanctioned by the Board. He emphasised that by bypassing the collective decision-making process, the Chairman has undermined the institutional integrity of the firm. The directors allege that the Chairman has exercised undue influence over the Board by appointing approximately nine representatives from her own business interests, allowing for decisions to be made in secrecy.

The dissenting directors contend that such unilateral actions are detrimental to the company’s financial stability and threaten the security of policyholders’ investments. They have called upon IDRA to enforce the findings of its investigation and ensure that discipline is restored within the organisation.

Regulatory and Industry Implications

The ongoing deadlock at Takaful Islami Insurance is viewed by industry analysts as a litmus test for the effectiveness of insurance regulation in Bangladesh. The situation highlights broader issues within the sector, particularly regarding:

1. Election Integrity: The necessity for transparent and verifiable voting mechanisms during AGMs.

2. Regulatory Enforcement: The capacity of IDRA to ensure its directives are implemented despite legal challenges.

3. Shareholder Rights: Protecting the interests of genuine stakeholders against dominant board factions.

Efforts to reach Tahmina Afroz for comment were unsuccessful, as her mobile phone remained switched off and messages sent via WhatsApp received no response. As the High Court deliberates on the writ petition, the insurance sector awaits a resolution that will define the boundaries of chairman authority and the primacy of regulatory oversight in maintaining market order.

The resolution of this conflict is deemed essential not only for the specific company involved but for the overall reputation of the Bangladeshi insurance market, which strives to attract investment through improved corporate management and accountability.