• My co-founders have started another company and diverting funds into it and kept me away from it

Me (A) and an old friend (B) started a pvt ltd Co. on Oct 2016. My friend was working for a Co. which partners with co's in Tier 2 cities to provide employment and business opportunities. My friend had approached me saying since i (A) had office space we could start in Mysore and he could get us a tie up with this Company (our Clients now) to give us business. I trusted him and partnered with him and incorporated the company in Oct 2016. We started operations in July 2017 and decided to bring an additional director (C) in to the company. So the company now had three directors. The additional director (C) and my friend (B) planned a coup and incorporated another Co. in Oct 2017 and diverted all revenue to the new co. Since (B) has very good relations and enjoys a good understanding with the client, they transfer all the revenue to the 2nd company bank accounts. The revenue is then transferred to the 1st Co. to pay off expenses. Now the 1st Company has everything under it like employees, infrastructure, ESI & PF etc. which basically are all the expenses. The Company is solely dependent on the 2nd company which my co founders have started for revenue. The 2nd Company as per my understanding has nothing else except for revenue which is all right now being transferred for the original companies expenses. I was informed that i was left out of the company by an error but now refuse to add me. They have made up lame excuses like lack of performance and are asking me to leave the Company with whatever i have invested. I do not care to take my money and walk away and i have asked them for 4 times of my investment which they have refused. What can i do legally to put a case?Plz help

Me and my co founders paid up capital is split 50% totalling 1lakh rupees while the authorized capital is 10Lakh rupees in the original company. This means there is additional 9 lakh rs (90% of shares open to be given?). The additional director (C) was brought in to the company but his name does not reflect anywhere as a share holder in the original first Company. The other company that they started they have split the authorized capital (10lakh rs) 50% each so their individual paid up capital is 5lakh rs. There is no room for giving more shares unless from there shares i guess. 

I have tried to put everything down here and hope it is clear. Please revert back if you have more questions.
Asked 4 years ago in Business Law

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7 Answers

1) issue legal notice to your friend that funds from the company are being siphoned off to another company

2) call upon him and other director of said company to make good the loss of business suffered on account of diversion of business from original company

3) call upon friend to submit detailed statement of accounts of other company

4) sue the company and its directors to recover loss suffered

5) contact a local lawyer

Ajay Sethi
Advocate, Mumbai
87917 Answers
6207 Consultations

5.0 on 5.0

Dear Client,

Without your consent, money received in the account of comapny is transferred in other company, File FIR u/s 420 406 IPC.

Cheating is committed on by .

Yogendra Singh Rajawat
Advocate, Jaipur
21481 Answers
31 Consultations

4.4 on 5.0

Dear Si9r,

your issue can be resolved effectively by the Civil Court. You cannot be removed unceremoniously. You have every right to be back in the company ask for accounts of the company. Third person C is a stranger and have no right over the assets of the company. We can sort out your problem once you place the records before me.

Kishan Dutt Kalaskar
Advocate, Bangalore
6050 Answers
381 Consultations

4.8 on 5.0

Hi,

If you have the problem in operation of the company you may move to the Tribunal under section 241 as you have right to apply under section 244 of Companies Act 2013.

The other additional director can only be introduced by the Board resolution which you may question in the application to the Tribunal.

Vimlesh Prasad Mishra
Advocate, Lucknow
6848 Answers
23 Consultations

4.9 on 5.0

There are lot of confusions in your narrations.

You say that they manipulate everything to their favor, what were you doing all along without knowing what is happening in the company.

If you were with the company then such huge debacle would not have missed your attention.

There is a very serious lapse from your side also which allowed this development to an extent that the other two people are trying to throw you out.

You first discuss with your lawyer and issue a proper legal notice based on the partnership deed or articles of association or memorandum of association of the company and initiate proper legal steps as per the conditions envisaged in the said deed for all such glaring violation of the terms and conditions.

T Kalaiselvan
Advocate, Vellore
78073 Answers
1543 Consultations

5.0 on 5.0

Hi,

You need to write to ROC and other authorities under the provisions of companies law.

Ganesh Singh
Advocate, New Delhi
6646 Answers
16 Consultations

4.5 on 5.0

Hello sir., it is advisable to lodge a complaint under section 420, 406 IPC

Hemant Chaudhary
Advocate, Gurgaon
4619 Answers
67 Consultations

4.9 on 5.0

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