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kamal jain (partner)     08 March 2012

Need urgent advice on important case

There were 3 directors A, B and C (family members) in a private limited co. They were the only shareholders holding 5 lakhs rs. of shares in the co. at the time of formation in 2003.

In 2007, Co. alloted  24 lakhs rs. of shares to 3 persons x ,y and z  and filed necessary forms in the Registrar of Companies online under digital signature of A. This allotment was recorded  in all the minutes, resolutions, register of the company under signature of A. 

This share consideration money of Rs. 24 lakhs were accepted in cash by the comany from x,y and z but no money receipts were given to them. Also share certificates were not given to them. Thus the new shareholders were having no evidence with them regarding the money paid by them to the co.  Only evidence was the Co. records, resolutions, returns filed with the ROC by the co.

These three sharelders X , Y and Z were introduced to A by the Chartered Accountant of the Co. Mr. CA.

The Co. was in need of funds to execute a work contract and hence Mr. CA facilitated the funds raising from X, Y and Z for a specific time say 6 months.  XYZ wer relying on Mr. CA and hence not bothered much about collecting money receipts/ shares certificates etc. against the money given by them to the co.

Some time elapsed and co. incurred lossess in the work contracts leaving the company into financial crisis. A denied to repay the amount to x,y,z on agreed time. Now the pressure built from every side-- X,Y,Z putting pressures on Mr CA and--- Mr. CA putting pressures on A. The decision was taken that A will appoint X,Y,Z as directors in the Co. and XYZ will use the credentials of the co. to get new work contracts and thereby earn profits from the co. 

In 2008,  XYZ were appointed as directors of the co. by filing necessary forms and resolutions in the ROC under Digital signature of Mr. A . Simulataneously B and C retired from the co. Now the co. left with 4 directors X,Y,Z,and A.

After becoming directors A did not co-operate X, Y and Z resulting in differences of opinions and disputes.

Y and Z  sold their entire shares of 16 lakhs  in half rates to one Mr. P .  Y and Z also retired from the co. and P was inducted as new director of the co.  

 

The pending share certificates were issued to the shareholders now under signatures of X and P.   

After some time X also sold his enitre shares to father of  CA  'Mr. F' and resigned from the co. after appointing F as new director.

All these were duly filed in the ROC and necessary records were updated in Co. registers and minutes book.

Now Co. has left with A , F and P as directors. Total Shareholding of 29 lakhs consists of  Shareholding of Rs. 24 lakhs with F and P  and 5 lakhs with A,B,C.

Now F and P being the majoirty shareholders gave notce to A for his removal u/s. 284 of the Comanies Act  and removed him in the EOGM held.

X and P after removal of A gave letters and intimations to everywhere inclusing banks and vendors about the removal of Mr. A.

Mr. A threatened Mr. CA who was advising X and P. 

Mr. A filed FIR in CID alleging that his signatures were forged to remove him from his co. 

After 3 months of the original FIR, when Mr. CA  went to CID PS with all the original minutes books, forms and registers (taken temporarily from P) of the comany to prove his innocence, he was arrested for alledged forgery on co.  documents and digital signatures of A.  (making news item in all the newspapers and media channels). All the orginal documents of the co. were seized by CID.

CID regsitered a case u/s. 420, 468, 471 of CrPC and Sec 72 and 74 of IT ACt against MR CA  on the basis of new and changed FIR lodged by A alleging that he was unaware of the appointment of directors, filing of forms, allotment and change in shares of the co. resignation of B and C and all the filings. His signatures are forged by CA to appoint directors and allot shares from time to time and he is not aware of the same. A claimed in the FIR that his Digital Signs were also acquired and used by his CA deceitfully for filing forms at ROC from time to time and he has no knowledge of the same.  The same was done by CA to capture the assets of the co. through  his father.

The date of arrest and the date of FIR was same.     Mr. CA got bail after 27 days of judicial custody. This incident spoiled his reputation, career and name and fame everything.  

CID was favouring A.    A started operating the company as if he is the director and shown the newspaper cuttings to all vendors about the forgery by CA. He convinced the vendors to execute the works contracts in the name of the co. and received payments in the name of the co.  he also operate a bank account in the name of the co.  The new directors Mr. F and Mr. P were silent and feared as Mr A was having good relations with CID as well as vendors. 

Subsequently Mr. A filed a Title civil suit in the Civil court for stay of forms/returns filed with ROC (for change in directors and allotment of shares) alledging the same to be forged by Mr. CA by appending copies of newspaper cuttings and CID FIR.

In reply Mr. F and P filed their respective affidavit in the civil court about the facts that their appointment and shares are valid and forms/returns filed are true. They attached the xerox copies of all the resolutions, minutes etc. in their affidavit. 

Mr. F and P on coming to know that A is operating the Co. and still representing himself as director of the co. again intimated to all vendors and Banks about removal of Mr A from the co.

Now, Mr. A filed another FIR in different police station (Special Task Force "STF") against Mr. P and F alleging that they were forged directors (made by CA) in the co.   The main allegation was that they have filed alledgedly fordged documents in the court and is now claiming their directorship in the co.

In this FIR Mr. A attached an affidavit signed by Mr. X according to which Mr. X was saying the he was not known about his directorship and shareholding and Mr CA has done the entire things for his personal benefit. 

A case was regsitered by STF PS u/s. 120b, 420, 468 and 471 afainst Mr. F and P .   Now the STF called MR X, Y and Z and taken them to record their statement u/s. 164 in front of the megistrate. MR X,Y and Z stated the facts in their statement u/s. 164 and said that they were appointed as directors by A and shares were alloted to them by A and subsequently they retired fromt the co. after selling their shareholding to P and F.

Mr. X clearly stated in his statement u/s. 164 that the affidavit contents and signatures in the affidavit attached in the FIR is forged and he has no knowledge of the same.

Mr. F and P got anticipatory bail on the basis of the statement of Mr. X Y and Z.

After that Mr. A , F and P decided to settle the dispute once for all. As a result

Mr. A paid Rs. 24 lakhs to Mr. F and Mr P by bank transfer and purchased the shares. (ealrier he was claiming those shares as forged) . The necessary  share transfer agreement, share transfer deed , resolutions were signed and shares were transferred to A , B and C.

Mr. A,B and C sent their written consent to F and P stating that they consent to act as Directors of the co.,  on the basis of which F and P by passing a valid resolutions had appointed A, B and c as new directors of the co. Necessary forms were filed with the ROC.

On the same date F and P resigned from the Co. The resignation was duly accepted by A, B and C and ROC forms were filed. 

All the cases referred to above in CID and  STF are still under investigation. The original documents were sent to foresnisc lab by CID for signatures proof are still lying in forensic and report awaited.

Civil suit is also under trial.

Now what are the remedies available to Mr. CA .    Please Guide.

Thank u in anticipation of valuable advice and guidance. 

 

 

 



Learning

 2 Replies

Adv Ravi K Birajdar (PROPRITER)     08 March 2012

Mr. CA has authorised for signature then there his client given fraud lent docs . 2 Mr. CA has done as per faith on the party without any intention

 

Shonee Kapoor (Legal Evangelist - TRIPAKSHA)     10 March 2012

CA can not be held responsible.

 

 

Regards,

 

Shonee Kapoor

harassed.by.498a@gmail.com


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