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Dilip (Proprietor)     11 February 2014


Dear sir,

we are three share holders and three directors in pvt ltd company. One of the share holders who is also director usually stay outside, when we open the company we have good relation. As Usually  A director stay out of station, so we do necessary documents signed and keep their duplicate signature when required, Which was in his knowledge. But now after 14 months, we have problem with each other's. So A director is threatening us for legal action and try to force us to accept their terms and condition for separation. Our staff signed following important documents...

1. Our staff has signed in their KYC submitted in bank and also signed in board resolution submitted in bank as A director was out of station. Please note that A director is not authorised signatory in bank.

2. One staff has signed tax audit reports under his verbal instructions.

3. While resignation of A director, our staff has signed their consent letter as A director is defaulter in CIBIL, so on request of A director, our staff has done this process.

but now A director is turned round and blackmailing us. We have not taken any benefits from above activities but just in good faith to complete work in time.  We also can prove that all the maters is in knowledge of A director as we have some E mail which established that this mater is in knowledge of A director.

So can any person suggest that our staff has done serious offence? Suppose A director filed case in police or court, in which IPC they can file case against us or what can be punishment for this? 

It is most important and urgent for us. Please give your valuable opinion in this regards,

thanking you in advance.




 4 Replies

S K KARNjhc (Legal Adviser)     12 February 2014

Mr dilip , you have not elabotated some points here,  may be the possibility of invoking criminal breach of trust (u/s 407, 408) but since you have done whatever to be used in goodfaith for the company may be your pleading chances, thou I suggest you to go for consultation with lawyer 

Dilip (Proprietor)     12 February 2014

Thanks for your reply, actually I contacted two lawyers but their suggestion is totally different. One said that it is very serious offence and u can't get bail till 5-7 days. Another said that it is not serious matter and according to him only serious mater is resignation as a director. If u can suggest, I can give u all required details. Please let me know...

T. Kalaiselvan, Advocate (Advocate)     12 February 2014

@Dilip: it is a serious offfence u/s 408 and 420; 5 to 7 days inside the prison is almost mandatory or parameter for considering the bail application.

Dilip (Proprietor)     13 February 2014

We have not done any cheating or not done any fraud, still it is serious offences. Please note that  he know very well that under his silent permission, we have do this. As he is almost stay out of station, he instruct us to do so in good faith.


1. At the time of bank account opening, he was in Italy. But I have his mail stated: (DEC-2012)

-let me know when u open the account, I have given two equity cheque to so an so person, please give them account detail. They will deposit cheque.

- I have given pan copy to so and so person, please collect them

- he send me electric bill via mail

( please note that he is not signing authority, signature has been done only in KYC and board resolution)


2. Resignation as director. April-2013

As he is defaulter in CIBIL, bank refused to give loan, so he decided to resign him and we have done resignation process in their knowledge. I have done mail in CC to him. When form 32 filed, mail has been done to him

3. Audit report: sept 2013.

He ask me whether u filed income tax return, audit report filed? I have given them income come tax return and he also appreciate work.

This three case where there signature has been done.

Now the mater is, as he want to take all the business in his hand, he is threaten or blackmail to us and force us to give resignation as director and transfer shares to him, he give our payment after 3 months.

please suggest.

1. Can we file case against him for blackmailing or harassment even he know that signature has been done on their knowledge.

2. Suppose he filed forgery case,  what should be our stand. What is strength of our case.

thanks in advance.


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