among three directors if two always collide and ignore other ,how he canhe safeguard his rights in private ltd

Question

while starting no one thinks of differences. After some period if the two directors among three directors collide and take decissions in their favour only by creation of additional capitals and allowing new share holding and making further directors of their choice so that the single director share wil be decreased and mis appropriate the assets by selling /leasing as per their choice due to the more rights in meetings as their ratio is two what the single director can do and how he can safeguard his share, as per the share values and asset values while promotion of the company in a private limited company in india

Answer 1

They cannot create new Director without his concurrence, It is also, not possible, to change the pattern of share holding without his concurrence.
One thing should be kept in mind. The third Director should ensure all the meetings are held as per statutory guidelines and he should record his dissent, wherever there is difference. No blank paper should be signed.

Answer 2

There are legal and practical issues involved. Legally, the General meeting, Annual or Extra ordinary, provides a forum for you to approve or disapprove the resolutions. If your shareholding is substantial, you can have your own directors on the board. If your shareholding is not substantial and if the other two directors are colluding to mismanage the company, you can invoke the remedies available for oppression and mismanagement.

Practical solution will be to have a shareholders' agreement and sort out your differences with the other two directors. Perhaps they are right and you are wrong. Evaluate the situtation objectively and take professional help of your legal advisor or a Chartered Accountant for this purpose. Management differences can kill the company also. Unwittingly you may also become liable for the statutory violations and more importantly cheque bouncing cases. So be careful about it.
If you are involved in the day to day management, it is high time to sort out your differences by talking to them directly or preferring counsel from the persons who are acceptable to all of you. You may even decide to come out of the business by selling your stake or increase your stake by purchasing their stakes.
All the best in your efforts.

Answer 3

The best way out for you is to sell your holding at good price to some buyer.
Further, U should become their competitor in business by floating your own venture where you have all the shares.There is no point in continuing this relationship where you are not getting your due and satisfaction.
U will be more happy competing with them.U can also hire people who are really good from the same place by offering them hike.
If U have knowhow- U will have no problem in starting your own.

Answer 4

Please contact me at [e-mail],
if you want a professional and correct advise.

I had similar problems, but sorted it out. It needs
lengthy discussions. I can guarantee to solve the
problem. I will charge handsomely for my
advice. If your stakes are quite high, you can
approach me for sure relief.

First of all one has to ensure that your
rights are protected. They can sack you from the
Board at any time, suspecting your move.
Be absolute casual and do not confront them
at all, till you decide your move.

Need to know your share holding%age
and your paid up capital and the details
of the board meetings in recent months.
Also please get the details of the reserves
of your company as per the last balance
sheet.

They may have taken a very calculated
decision to remove you. Protect your
investments first. I shall provide you
all the help, but at a cost. I had gone
to the court and got relief to protect
my investments.