You can file a criminal complaint against him for forging your signature or for the offences of cheating, impersonating and fraud besides forgery in the local police station.

You can also pursue the other legal remedies through company law as well as civil law.

File police complaint of cheating ,forgery against brother 

2) also file appeal against dismissal of case 

3) take the plea that no resolution was passed for revocation of POA and it is not reflected in records of your company 

you can file complaint  with  ministry but also simultaneously approach NCLT 

Dear Sir, 

You are suggested to file complaint with ROC as well as ministry of corporate affairs apart from the complaints to the police - higher officials. 

You can file a complaint with both the Ministry of Corporate Affairs (MCA) and the National Company Law Tribunal (NCLT) regarding fraudulent activities of directors, depending on the nature of the issue. For serious fraud, you can file a complaint with MCA, and for matters of oppression and mismanagement, you can approach the NCLT. 

Based on the information you've provided, it appears there are several potential criminal offenses that might have been committed.

Potential Criminal Offenses:

1. Forgery:

   • Antedated Resolution (December 6, 2021): If the resolution dated December 6, 2021, which purportedly led to the revocation of your POA, was backdated and never actually passed or recorded, it could constitute forgery. The fact that it's not on the company affairs portal, while other resolutions are, strongly suggests this.

   • Forged Signature on AGM Minutes (September 30, 2022 & September 30, 2023): You explicitly stated you were out of the country on September 30, 2022, when you were shown as present and having signed the AGM minutes. If your signature was indeed forged on these documents to show your presence and agreement to your removal as a director, this is a clear case of forgery.

2. Perjury/Presenting False Evidence to Court:

   • Your brother presented the allegedly forged "revocation of POA dated 14.7.22" and "execution of POA dated 23.8.23" to the Ethiopian court, claiming they were valid. If these documents were based on a forged resolution (dated 6.12.2021), then presenting them to the court could be considered presenting false evidence, which is a serious offense in many jurisdictions, including Ethiopia and India.

3. Criminal Conspiracy (Potentially):

   • If your brother and his employee (the other director) colluded to create the forged resolution and forged your signatures, and then used these documents to your detriment (e.g., to dismiss the case in Ethiopia and remove you as a director), it could amount to criminal conspiracy.

4. Fraud:

   • The overall scheme, involving forged documents to gain an advantage (dismissal of the case, removal of a director) and cause wrongful loss to you and potentially the Indian company, could fall under the umbrella of fraud.

Given the international nature of the dispute (India and Ethiopia), you may need to consider actions in both jurisdictions.

In India:

1. Gather Evidence:

   • Certified Copies: Obtain certified copies of the company resolutions from the Ministry of Corporate Affairs (MCA) portal. The absence of the December 6, 2021 resolution will be crucial evidence.

   • Travel Records: Collect your passport stamps, flight tickets, and any other evidence proving you were out of the country on September 30, 2022.

   • Court Documents: Get certified copies of the documents submitted by your brother to the Ethiopian court (the alleged revocation and execution of POA, and the resolution they relied upon).

   • Communication: Any emails, letters, or other communications related to the POA, the resolution, and your directorship.

2. File a Police Complaint (First Information Report - FIR):

   • You can file an FIR with the police in India, specifically mentioning the offenses of forgery, cheating, and criminal conspiracy.

   • Clearly articulate the facts, including the antedated resolution, the forged signatures on the AGM minutes, and the use of these documents in the Ethiopian court.

   • Attach all your gathered evidence.

3. Approach the Ministry of Corporate Affairs (MCA):

   • While not a criminal complaint directly, you can report the discrepancies in the company's records (missing resolution, forged signatures on AGM documents) to the MCA. They have the power to investigate corporate fraud and take action against the company and its directors.

4. Legal Opinion:

   • Consult with an experienced corporate and criminal lawyer in India. They can guide you on the specific sections of the Indian Penal Code (IPC) that apply (e.g., Section 463 for Forgery, Section 464 for Making a False Document, Section 465 for Punishment for Forgery, Section 468 for Forgery for purpose of cheating, Section 471 for Using as genuine a forged document, Section 420 for Cheating and dishonestly inducing delivery of property, Section 120B for Criminal Conspiracy).

In Ethiopia:

1. Consult an Ethiopian Lawyer:

   • It's crucial to engage an Ethiopian lawyer who understands their criminal law and court procedures.

   • They can advise on whether a separate criminal complaint can be filed in Ethiopia for presenting false evidence to the court (perjury) and for using forged documents.

   • They can also help you understand the implications of the dismissal of the case there and if there are avenues to challenge that dismissal based on the new evidence of forgery.

2. Lodge a Complaint with the Ethiopian Judiciary/Prosecution (if applicable):

   • If the Ethiopian legal system allows for it, your Ethiopian lawyer might advise lodging a complaint with the relevant judicial or prosecutorial authorities regarding the false documents presented in court.

      

      

Important Considerations:

• Jurisdiction: The acts of forgery related to the Indian company's documents are primarily actionable in India. The act of presenting false documents to the Ethiopian court is actionable in Ethiopia. However, given that the forged documents were used to influence an Ethiopian court case, there might be cross-border implications or grounds for cooperation between law enforcement agencies.

• Proof of Forgery: The key will be proving that the resolution was indeed antedated and that your signatures were forged. The absence of the resolution on the MCA portal and your travel records will be very strong evidence. You might also consider seeking a forensic handwriting expert's opinion on the signatures if required by the court.

• Time Limits: Be aware of any statutes of limitations for filing criminal complaints in both jurisdictions.

• Civil Remedies: In addition to criminal proceedings, you might also have civil remedies available in both countries to challenge your removal as a director, seek damages, and potentially re-open the case in Ethiopia.

This is a complex legal situation involving multiple jurisdictions. It is imperative that you act swiftly and consult with legal professionals in both India and Ethiopia to protect your interests.

It is a company dispute and hence your remedy lies either in Ethiopian court or in NCLT. 

You were a director of a private limited company jointly with your brother and one of his employees. In 2015, the company expanded overseas by setting up a manufacturing unit in Ethiopia. You were granted Power of Attorney (POA) to protect the interests of the Indian company in the Ethiopian entity.

Following a family dispute, your brother filed a petition in Ethiopian courts in 2023 alleging oppression and mismanagement. The Indian company was made a party to that litigation, and you appointed a local lawyer through POA to defend the company's interest. However, your brother produced before the Ethiopian court a revocation of your POA dated 14.07.2022 and a fresh POA dated 23.08.2023 in favor of his own lawyer. These POA documents relied on a board resolution dated 06.12.2021, which appears to be antedated and does not exist on the official records of the Ministry of Corporate Affairs (MCA), even though other resolutions are duly uploaded.

In addition, your brother removed you as director through an Annual General Meeting dated 30.09.2022, which was allegedly ratified in the AGM dated 30.09.2023. On the MCA portal, it is shown that all twelve members attended and signed the AGM, whereas you were out of the country on the said dates. This strongly indicates that your signature may have been forged and your removal from directorship was carried out fraudulently.

These facts reveal serious violations involving forgery, criminal breach of trust, misrepresentation before a foreign court, and fraud in corporate affairs. You have a valid legal basis to initiate both criminal and civil/company law proceedings.

You can file a criminal complaint against your brother and others involved for offences under the Indian Penal Code, including Sections 406 (criminal breach of trust), 420 (cheating), 465/467/468 (forgery), 471 (using forged document as genuine), and 120B (criminal conspiracy). If the local police refuses to act, you can approach the jurisdictional Magistrate under Section 200 of the CrPC, supported with documentary proof such as passport stamps, POA records, and AGM filings.

You can also submit a complaint to the Ministry of Corporate Affairs and Registrar of Companies under Sections 229 and 447 of the Companies Act, 2013, alleging serious fraud, forgery of company documents, and manipulation of statutory records. The fabricated resolutions and forged AGM attendance should be highlighted as evidence of false filings under Sections 448 and 449 as well. You should request an inspection, inquiry, and prosecution under the Companies Act. You may also request that the Serious Fraud Investigation Office (SFIO) be directed to take up the matter if it involves significant public interest or exceeds the prescribed monetary threshold.

Additionally, as a shareholder, you can initiate a petition before the National Company Law Tribunal under Sections 241 and 242 of the Companies Act, 2013, seeking relief against oppression and mismanagement. You may seek a declaration that the forged resolutions and removal are illegal and seek restoration of your position as director.

You are advised to act on all three fronts—criminal, corporate, and NCLT—to fully protect your rights and to expose the unlawful acts committed. If you require assistance in drafting the criminal complaint, MCA petition, or NCLT proceedings, you may contact me.

You can file both before corporate affairs and police . FIR can be registered if such clear act of cheating is done along with producing false evidence in court. You should first set aside the judgement in that court by showing that false facts were stated against you to obtain such order

As per Section 117 of the Companies Act, 2013, filing of resolutions on MCA portal is mandatory. Though, it is not a criminal offence and only penalty can be imposed.

But in the above scenario, all resolutions were uploaded except the one dated 6.12.2021 and was used to submit evidence of revocation of POA of the client.

If it can be proved that the resolution was not uploaded as a part of the larger conspiracy to violate the rights of the client, following sections can be applied:

You were removed as a Director and the filing on MCA portal shows that all 12 members were present at AGM. As the client was also a member and not in the country on the date of the resolution, then following remedies can be applied:

If it can be proved that the Board Resolution was antedated, signature was forged and revocation of POA & removal as a Director was a part of criminal conspiracy against the client:

Summary:

Criminal Complaint under relevant sections of Forgery, Fraud, Criminal Breach of Trust, Giving False evidence in Court, Criminal Conspiracy.

Hello, 

You should immediately file a criminal complaint with the local police or Economic Offences Wing (EOW) alleging offences under the Bharatiya Nyaya Sanhita, 2023 (BNS)—specifically Forgery of valuable security or will, Using forged documents as genuine, Cheating, and Criminal Conspiracy, based on the forged AGM attendance where your signature was used while you were abroad, and the antedated board resolution allegedly used to revoke your POA without proper authority or disclosure.

Simultaneously, file a complaint before the Registrar of Companies (ROC) under Sections 447, 448, and 449 of the Companies Act, 2013, for fraud, false statements, and false evidence in official filings. Collect and submit supporting evidence such as passport/travel records, certified MCA filings, and copies of the alleged forged resolutions and attendance sheets. You may also file a petition before the National Company Law Tribunal (NCLT) under Sections 241–242 of the Companies Act, 2013, for oppression and mismanagement, seeking appropriate remedies, including reinstatement as director and invalidation of fraudulent AGM resolutions.

Please note that in case the police refuses to lodge an FIR then you may go ahead and file a complaint before the Magistrate. 

Regards 

Approach Court for registration of FIR if police do not act.

Yes, a criminal case can be made out based on your facts. Key issues include:

1. Forgery of your signature in AGM minutes while you were abroad – punishable under IPC Sections 420, 467, 468, 471.

2. Fabricated POA revocation and resolution not filed on MCA portal – can be reported as fraud under Section 447 and 229 of Companies Act.

3. Wrongful removal as director without due process – challengeable before NCLT under Sections 241/242 (oppression & mismanagement).

Action Plan:

• File criminal complaint for forgery with police or directly with Magistrate u/s 156(3) CrPC.

• File complaint with RoC/MCA for fraud and request inquiry.

• Approach NCLT to restore your directorship and challenge misuse of company powers.

Yes, both criminal case and MCA/SFIO complaint can be pursued. Police often avoid company matters, but forgery and criminal conspiracy are clear criminal offences.

Criminal Case:

Based on what you have stated, criminal case can be filed for Forgery, Using forged documents as genuine, Cheating, Criminal conspiracy, Falsification of accounts and records under Company Law

If your signature was forged in AGM records to show your presence falsely, it is a serious criminal offence, not just a company law violation.

Companies Act, address fraudulent activities by officers of the company, including fabricating records, false statements in filings, and forging resolutions. The Ministry of Corporate Affairs (MCA), through the Serious Fraud Investigation Office (SFIO), can investigate corporate frauds when such complaints are made.

Complaint to MCA: Write to the Registrar of Companies (RoC) with evidence of Forged attendance/signatures, Fabricated resolutions, False filings with MCA portal.
File before NCLT: Inquire into fraudulent acts, Reverse wrongful directorship changes, Call for examination of company records.

Gather and secure all documentary evidences:

Copies of AGM records showing your forged signature, Your travel records/passport proving you were abroad, The revocation resolution dated 6.12.2021 and proof that it was not filed on MCA portal.

Pls connect for further information 😊

Yes, based on the facts provided, a strong case of corporate fraud, forgery, and manipulation of company records is made out. Your removal as director through an AGM which you did not attend, coupled with apparent forgery of your signature, is a grave offence under both the Indian Penal Code and the Companies Act, 2013. The alleged antedated board resolution used to revoke your POA—despite its absence on the MCA portal—further strengthens the suspicion of fabrication and fraudulent intent.

The misuse of such forged resolutions in Ethiopian court proceedings to defeat the Indian company’s interest constitutes criminal breach of trust and intentional suppression of material facts, potentially punishable under Sections 409, 465, 467, 468, and 471 of IPC, along with Section 447 (fraud) and 229 (false statements) of the Companies Act. These are not mere civil infractions—they attract penal consequences.

You may proceed with a complaint before the Ministry of Corporate Affairs (MCA) highlighting violations under Sections 206(4), 229, and 447, and request initiation of investigation under the Serious Fraud Investigation Office (SFIO). Simultaneously, file a criminal complaint before the Economic Offences Wing (EOW) or directly before the Magistrate under Section 200 CrPC, attaching passport/immigration proof to show your absence from India during the AGM in question. If police refuse to act, a magistrate-initiated inquiry can be a powerful route.

Given the misuse of corporate machinery and forged documents to manipulate international proceedings and internal governance, your case deserves urgent legal action on both civil and criminal fronts. I’d advise initiating action at the earliest to preserve your rights and the integrity of the company records.

Hi,

Yes, you can file a complaint before concerned Police Station in writing and narrating all true facts and circumstances of the case on hand. 

If police do not respond, then you have to approach concerned SP or Commissioner of particular area where your company is located. 

If nobody responds to your complaint, then you have to approach concerned criminal court by way of private complaint. 

You can also write a complaint to ministry of corporate affairs by way of proper complaint for conducting investigation. 

Without giving an opportunity of being heard you cannot be removed as a director from a pvt ltd company. You can take all possible legal steps by approaching appropriate forum by engaging a lawyer.