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Bhola Ram P (Director)     04 January 2012

Public limited company harrassing share holder

Dear Experts,

This query is regarding Public Limited Company(Closly Held and not listed) in Ahmedabad Gujarat. 

Authorized capital of company is 21 Lacks, Paid up is 17 Lacks of which i had subscribed by 5 lacks and had received shares of 10/- each. Also, i had co-founded that company in 2006 and worked hard for 3 years to develop it. I was Director along with other 2 Directors (Related Mother(A) and Son(M)). Now in 2009 company started making profit and prospects appearing bright, they started harrassing me, by releiving other staff and over burdening me with work, making do ungraceful jobs and deducting salary for small mistakes. So, i myself told them that i will resign and work elsewhere and they gladly agreed. They assured at that time that company will function professionaly and i will receive my dividends and bonus if any. So i left that city and started another business elsewhere, and it is doing fine now. 

Problem starts now, 

1. They have stopped sending me annual reports for 2 years. Inspite of repeated reminders by email they just don't reply. 

2. If i try to visit office they don't behave properly and just try to insult and get rid of me. 

3. I came to know from other source that they are still using my name as Director and signing resolutions and annual reports with my fake sign. 

4. 4 years back they had asked for my original share certificates so that they can issue new ones as they are changing logo and designs. They have taken my 2 certificates of 1000 shares each and other 3 are with me.

All above blunders happened because i trusted them. I had resigned by sending an email and no other formality. I am very easy going person and my family suggest just to forget this episode and focus on my regular business, but my conscience tells me that it is cowardice to bear injustice, so i atleast want to respond them befittingly. 

My query is, 

1. Where can i complain against company for not providing me annual report, also can i take anystep against CA who has audited that and validated it with it having my fake signature??

2. How can i myself get out from Directorship of company when they are not co-operating.

3. Where can i complain for getting back my original share certificates. 

Thanking all the experts in advance. 



 4 Replies

Hemant Agarwal ( Mumbai : 9820174108)     04 January 2012

1.  Resignation by email, will be construed as unauthenticated and thus lawfully would be null and void.

2.  In the absence of proper Resignation (under the Companies Act),  lawfully you will still be the director and will be responsible, appropriately.
A proper paper resignation, duly acknowledged by the company secretary (under co. seal /stamp + signature) and further fowarded to the local ROC office with due rubber stamp acknowledgement, would be termed as conclusive evidence under the law and would save you from projected future prosecution (if any), by ROC for any default of the company.

3.  In the event if your signatures are forged on the BOD resoutions / balance sheet etc....,  then the logical option would be file criminal proceedings with the local magistrates court against the company and its other directors and further inform the ROC in writing, about the same.  You can also explore the option of having the company de-registered from the ROC records, by filing appropriate proceedings, accompanied with appropriate justifications and documentry evidences.

4.  For the Share certificates,  file a police complaint that the Share Certificates are misplaced / missing / lost. Obtain a certified copy of the said police complaint and then apply to the company for duplicate share certificate.  IF the company fails / defaults to issue duplicate share certificate, THEN make a written complaint to ROC and seek redressal of your grievances.

Keep Smiling .... Hemant Agarwal

V. VASUDEVAN (LEGAL COUNSEL)     04 January 2012

If the Company is remaining active, the whole data and reports can be accessed from MCA 21 link from the ministry of company affairs website  - certified copy/extracts of the documents including the complete details can be obtained - you may engage a practising CA/CS to get these documents. Based on the documents, you may file with the ROC and also the Economic offenses Wing of the Police.


GURMUKH (CS)     07 January 2012

First step is to engage a good CA or CS to do public inspection of Company @ to know the exact status of the Company. The inspection can be done online. You need not visit ROC office. U will come to know status of Company, Directors and indebtedness.. Even all the Balance Sheets & Annual Returns are available on mca portal... Only after getting all information chalk out your strategy in consultation with your CA/CS.

Bhola Ram P (Director)     07 January 2012

Thank you all the experts, you have shown me way ahead. I am really grateful to all of you. Best regards and wishing for your prosperity.

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