Lady director being harassed in a pvt ltd company

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I am the second majority share holder (18%) of my Private Limited Company. Apart from me there are 3 more directors. 1st is the majority (81%), 2nd minority and executive and 3 rd minority and non executive (my father). The one with majority share holding is controlling all accounting procedure also which has many loopholes in it but till date there has been no financial audit being held in the Company since 2011 and about which I am extremely uncomfortable as I do not want to be held accountable for any illegal activities (which are actually going on) in which I am not involved but will be bound to be dragged by virtue of my position. The Company is a Pvt. Ltd Company only legally but in reality it totally behaves a Proprietorship Company, this sole decision maker remains generous with the other director regarding money to keep him at his side but every month tries to create one excuse (like either lack of fund, or why me being a director too should ask for money from another Director etc.)or the other of not to remunerate me which is really becoming a big burden for me as I too have my own expenses and my son. He harasses me in various ways to force me to offload my shares to him that too in exchange of nothing, and also misbehaves with me in various ways so that I am forced to refrain myself from attending office which I had to do twice before but not this time. I cannot withdraw myself as I have poured enough money and time in this Company and he proved out to be a huge fraud and syphons the fund by various means . I do not want to involve in legal matters as I do not have manpower to support me. I am feeling so much cheated and helpless. How to proceed. Please advice
Replies (3)

Audit of all companies is mandatory and as a director it is your responsibility to file audited accounts with ROC every year.  You must discuss  the case with some professional who would advise you further course of action and also see whether on the facts of the case proper case can be  built for filing petition before NCLT for oppression & mismanagement.

 

Thank you Mr. Agrawal for your prompt response. So as per your opinion, there is no other way out than to file a petition or rather to start taking legal actions against him. Not only that, he is also gradually taking up measures to wind up the Company by showing no business, transferring staffs to the sister company etc. In this, I will loose my everything, my investments, my shares all.....this is nothing but a clear case of fraudgery. 

If any one else, any other opinion, please share. I am very perplexed and totally drained off.

Can the first Director of a Pvt. Ltd. Company be removed without the knowledge of that individual?? If No, then what is the procedure to regain the same back?

If yes, then how, without the NOC or even knowledge of the existing First Director? What are the grounds on which the First Director can be removed and how??


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