The management of Takaful Islami Insurance Limited has been plunged into a period of severe instability following allegations that its Chairman, Tahmina Afroz, initiated a High Court writ petition without the requisite authorisation of the Board of Directors. This development, which involves a legal challenge against the industry regulator, has sparked a debate regarding corporate governance, the abuse of executive power, and the transparency of directorial elections within the Bangladeshi insurance sector.
Allegations of Unilateral Legal Action
According to formal complaints lodged with the Insurance Development and Regulatory Authority (IDRA), Chairman Tahmina Afroz is accused of bypassing the board to file a legal challenge against a regulatory directive. On 5 February 2026, three directors—Md. Abul Hashem, Md. Humayun Kabir Patwari, and a second director also named Md. Abul Hashem—submitted a written grievance to the IDRA Chairman. They asserted that the Chairman issued an authorisation letter for Writ Petition No. 286/2026 unilaterally, failing to present the matter for discussion or approval in any official board meeting.
The dissenting directors contend that this action represents a fundamental breach of fiduciary duty. They further allege that the company’s Chief Executive Officer (CEO) and Company Secretary failed in their professional obligations by keeping the board uninformed about critical legal opinions, election commission reports, and essential correspondence from the regulator.
Origin: The Disputed 25th AGM Election
The current legal and administrative deadlock originated during the company’s 25th Annual General Meeting (AGM). Following reports of vote rigging and widespread irregularities during the election of the Board of Directors, IDRA intervened by appointing the audit firm Mahfil Huq & Co. Chartered Accountants to perform an independent investigation into the ballot results.
The subsequent audit confirmed significant evidence of manipulation and counting errors. Consequently, on 8 December, IDRA issued a formal directive to correct the electoral outcome. The regulator ordered the immediate removal of five individuals who had been incorrectly declared winners:
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A.B.M. Kaikobad
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Md. Masudur Rahman
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Tahmina Afroz (the current Chairman)
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Ziauddin Poddar
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Md. Saiful Islam
In their place, IDRA mandated the induction of the five candidates who were determined to be the legitimate victors: Md. Mofiz Uddin, Farzana Rahman, Anwar Hossain Chowdhury, Nafisa Salma, and Md. Osman Gani. The unauthorised writ petition filed by Afroz is intended to stay or overturn this specific regulatory instruction.
Internal Opposition and Governance Concerns
The directors leading the complaint have been vocal about the systemic issues within the firm. Md. Humayun Kabir Patwari stated that the Chairman’s decision to litigate on behalf of the company without a board resolution is a direct violation of corporate law. He questioned the legitimacy of the Chairman’s authority to act as the sole decision-maker for a public entity.
Furthermore, the complainants allege that Afroz has consolidated power by appointing approximately nine representatives from her various business entities to the board, effectively creating a faction that allows for significant policy decisions to be made in secrecy. This “single-handed influence,” they argue, prioritises personal and factional interests over the collective welfare of the company, its policyholders, and the broader investor base.
Broader Regulatory and Market Context
The dispute at Takaful Islami Insurance is being monitored closely by market analysts as a defining moment for corporate accountability in Bangladesh. The case highlights three critical areas of concern for the financial services industry:
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Election Veracity: The necessity for third-party oversight during insurance company elections to prevent ballot tampering.
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Regulatory Primacy: The extent to which a regulator’s findings can be stalled by litigation initiated using company resources without board consent.
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Fiduciary Duty: The responsibility of the CEO and Secretary to report directly to the full board rather than solely to the Chairman.
Despite repeated attempts to obtain a statement, Tahmina Afroz’s mobile telephone remained disconnected, and messages sent via digital platforms were not answered. The insurance sector now awaits a definitive ruling from the High Court and a follow-up response from IDRA to restore order and protect the deposits and investments of the company’s customers.
| Personnel / Entity | Context of Involvement |
| Tahmina Afroz | Chairman; accused of bypassing board approval for litigation |
| Md. Humayun Kabir Patwari | Director; principal complainant to the regulator |
| Mahfil Huq & Co. | Independent auditors who identified election rigging |
| IDRA | National regulator; ordered the seating of five new directors |
| Writ No. 286/2026 | The contested legal petition currently before the High Court |
The resolution of this impasse is considered vital for the restoration of discipline within Takaful Islami Insurance and to serve as a deterrent against similar governance failures in other financial institutions.