Dear all,
What proceeding do I start for mismanagement of company affairs? Facts follow –
Company X formed in Mumbai has three shareholders Mr A, Mr B and Mrs B.
Mr A has 50%, Mr B has 47.5% and Mrs B has 2.5%. Mr B and Mrs B are directors.
(Mr A is a nephew of Mr B). Only a plot and factory is owned by the company which is let out on 99 month licence agreement.
Mr B falls ill and the company decides to appoint Mr A as a director. Resolution is passed and signed by both the directors ( Mr & Mrs B). The company accountant is instructed to carry out the formalities ( PAN card, DIN number and form 32 etc.). While the PAN & DIN applications are progressing, sadly Mr B expires in Jan. 2007.
From hereon Mrs B stops co-operating with Mr A. All requests for information are ignored by Mrs B. No notification of AGM is given to Mr A. She also ignores my directorship. Mr A lives away from Mumbai.
Mr A was advised to starts a civil suit. No CLB proceeding was started.
While civil suit is continuing, Mr A obtained ROC documents. Documents show –
Statement of shareholding of March 2007 shows Mr. A 50% shareholder, Mr. B 48% shareholder and Mrs. B 1% shareholder.
Form 32 shows (after death of Mr B) Mrs. B appointed her sister as a director without
Mr. A’s knowledge.
March 2007 shareholding changed – Mrs. B transferred her husband’s shares to herself without obtaining a probate. Now Mr A has 50% and Mrs B has 50%.
Special Resolution passed March 2009 to increase authorised share capital.
This decreases the shareholding of Mr A to less than 10%.
Form no. 5 filed in December 2009.
Resolution & Form 32 show another director is added in 2010.
I have given you rough picture of what is being done by Mrs B without Mr A’s knowledge.
I want to know exactly what proceeding I can start.
Your assistance will be greatly appreciated and the person who gives the best and most accurate answer gets a lovely gift.
