We four co-founder (A, B, C and D (me)) started a private limited company on 13 August 2014. Co-founder hold 31% (now 34%), B 23% (now 26%), C 23% (now left company) and D 23% (now 23%). All were also director in the company. But partner C left the company 2 month after incorporation. His 23% was bought back by others three in equal proportion. Later 14% share was sold at face value 10 Rs fper share and 1664 Rs premium per share.
- Co-founders A and B are brother and hold together : 60% and also director. They also directors
- Co-founder D (me) is also board of directors and holds 26%
- Out of 14%, 11% is held by family members of D. So all together D+his family holds 37% of the total.
- Partner D was in India, when company was opened and now reside aboard.
Important to mention all co-founder put around 260,000 Rs at start up and committed to give their time and agreed not to take salaries until company become profitable.
Then a dispute arise, because cofounder B (who is brother of A) was not contributing/performing in the business. When this mentioned to A by partner D, then both brother cum directors started taking the control on the business.
- They held AGM for 2014 - 15 but did not invited the D (me), third partner and director or any other company member.
- Open a new bank account with informing 3rd director D (me).
- Did Not share with him any bank statement or sale + expense ledger.
- Did BoD meeting and did not notified 3rd director D (me).
- And issue a notice to remove 3rd director from BoD.
3rd Director D went to CLB - Delhi for asking justice to cancel removal from board and ask company account and bank statements.
Recently decision came :
- my removal is cancel, so I am still a director
- Court asked to share account books and bank statement.
After getting court order I got few bank statements, but they refused to give copy of sales and expenses ledger and told I can only at company office, but no copy will be provided. I am outside India and How can I get a copy.
- Also in last BoD held and AGM held this year, they verbally refused on the day of meeting to open video conference, where as I had notified them 15 days advance that I will be joining by Skype online as I am outside India. They are asking under which law I am asking to join video conference.
- For the year 2015-16 , they credit my salary and expenses which I did for company out of my pocket (bill submitted). But no reply when this amount will be paid. For themselves they are taking salaries and expenses money from account.
After all the above context , I need you advise :
1. As a company director cum shareholder of 26%, can I ask copy of books, as I am residing outside India.
2. Can I ask copy of bank statements ?
3. Can I freeze the bank account which is open without my consent and without notifying me ?
4. What can I do about the BoD decision taken without inviting me in the meeting?
5. Can I join the BoD /AGM/EGM by video conference in the future, as I am residing outside India ?
6. Can a private limited company sell share at high premium, without having and client or market sale ?
7. What minor shareholder who bought shares at high price can do, as they feel cheated, because major shareholders did not put money and they have taken out much more money as salaries and expenses? Can they launch fraud case on company directors ???? There was no evaluation presented to them for such a high premium.
Please advise. Thanks a lot in advance.
Asked 7 years ago in Business Law
Thanks a lot for your response. One more question my last years salary and out of pocket expenses for company is not paid by other two directors, it has been shown in 2015 -16 statement, but not paid as of now, whereas other two director who are holding the account taking their current year salaries plus ongoing out of pocket company expense from company account. What can I do to get paid outstanding salary and expenses ??
Asked 7 years ago
