Dispute Between Directors/Shareholder of Private Limited Company

2 years ago

A Private Limited Company Registered at Gujarat under Companies Act since 1966 where following were the structure of of the Company -

Directors / Shareholders (Total 5 Directors and 4 Shareholders) -
Group A - Mr. A (13%) and Mr.B (14%) - total 27% Stake
Group B - Mr. C (64%), Mr. D (9%) and Mr.E - total 73% stake

All the above directors & and shareholders are relatives of each other accordingly they were trusting each other since incorporation and all the affairs of the company is handled by Group B peoples.

There is no board meeting held neither any AGM held which could be held as per the provision of law, Every year they are showing random dates of BM and GM in filing MGT-7.

Since last years Group A peoples were woke up and noticed that there is some mismanagement of funds is happening in the company. Group B peoples were drawing salary from the company without approval or intimation of all Group A people and also many funds of the company is siphoned off from the company to the account of Group B people and their relatives as well.

Group A people tried to call BM and ask for secretarial ans accounting records and all other minutes books and resolution passed since last many years. - In that case they replies that each and every directors are responsible for maintaining secretarial records, accordingly you're also responsible for the same and you cannot as k anyone for this.

We went to the statutory auditor for asking the reason of non reporting of fraud by violating provision of section 185 and section 186 of Companies Act, 2013, and many other mis/non reporting of the same - However he is taking bias of the Group B Peoples and not answering queries we ask, he always answers that I'm doing audit as per the documents and supporting received from the company and I got all documents and supporting evidences for the audit due to which he found satisfactory and he found no fraud in the company, Also he says no one can ask auditor anything about the audit documents - Company is having all documents and all directors can verify the same whenever they want.

It seems Auditor is also wholly dependent on the Group B people. We went to the registered place of business of the company - however there is no documents placed neither there is kind of office found there.
Further we tried ask question on the financial statement prepared for FY 2020-21 in board meeting conducted on 30.11.2021 at Mumbai - However Group A peoples were presented at meeting place before time and sat there for more than 6 hours, no directors from Group B were presented draft financial statement for the year ended 31.03.2021 which is main item of agenda of that meeting to approve the same.
Group B people know that there are many areas on which Group A people will ask question on the same for which they don't have any answer.
At the end meeting was concluded without discussing any agenda and without approval financial statement.
Surprisingly after some days Group A peoples were got notice of AGM to be held on 13/01/2022 for adoption of financial statement.
Group A people ask Group B people that without approval of financial statement how it can be adopted in AGM – On that they replied that financial statement were approved in BM dated 30/11/2021.
Here it shows the clear and malafide intention of GroupBA people to hide all things and to restrain to answer the mismanagement of funds happened in the company. Subsequently they filed annual return with ROC.
Please suggest how to deal with this people now – Since last 20-25 years we did not get a single penny from the company and neither Group B people allow us to interfere in the management of the company.
We tried all recourse to close dispute in friendly manner but now it is high time and situation is not in our control, we have to take appropriate action available under the Companies Act.
We request you to please suggest best possible way to tackle this people.
Thank You.