private limited company

We are a private limited company with 3 directors. As two directors are weak in operations and one is smart... The smart one has appointed an auditor and giving him 5.000 MONTHLY FEES last 3 years. This smart director has appointed an Independent Director to work in his behalf and did not upload his documents with ROC. The smart director has travelled on company expenses saying its official work, but results are zero. Now he says he is agreed to resign and that we should pay him 1 lakh. We tried to get the bank statement, but bank refused saying that the Smart Director’s signature is needed. Please help how to get justice by claiming back the money for fake expenses he has done with on company account? Can we approach the COMPANY LAW BOARD. And How do we get rid of the Independent director without informing him?

If you have proof for his misappropiation of compnay funds, it is advised to file an FIR, however issue a show cause notice first .

The directors should engage some other auditor to unearth amount spent by such director and pressurise active director to settle accounts before his /her resignation is accepted.

If some embazzlement is found/ reported get a FIR lodged.