In the scenario where two management-level employees commit fraud, including forgery and unauthorized actions leading to the removal of original directors, swift legal remedies are crucial. Here’s a comprehensive guide on the available remedies under IPC (Indian Penal Code) and corporate laws:

Immediate Actions:

1. Lodge a Police Complaint:

– IPC Offenses: File an FIR under relevant sections of the Indian Penal Code such as forgery (Section 463), criminal conspiracy (Section 120B), and fraud (Section 420).

– Evidence: Provide documented evidence of forged documents, unauthorized actions, and fraudulent behavior.

2. Approach the Company Law Board (CLB):

– Petition for Mismanagement: File a petition with the National Company Law Tribunal (NCLT), seeking relief against mismanagement under Section 397 and 398 of the Companies Act, 2013.

– Interim Relief: Request interim relief to restore the original directors, pending the resolution of the case.

3. Freezing Bank Accounts:

– Court Order: Seek a court order to freeze the company’s bank accounts to prevent further financial irregularities.

– Preventing Asset Disposal: Request an injunction to prevent disposal of company assets.

Legal Proceedings:

4. Reinstatement of Directors:

– NCLT Proceedings: Initiate proceedings before the NCLT to challenge the fraudulent actions and seek reinstatement of the original directors.

– Director’s Fiduciary Duties: Emphasize the breach of fiduciary duties by the management-level employees.

5. Special Resolution and Shareholder Meeting:

– Convene a General Body Meeting (EGM): Call for an Extraordinary General Meeting to present the case before shareholders and seek their support.

– Special Resolution: Pass a special resolution to nullify any unauthorized decisions taken during the fraudulent period.

Corporate Governance Measures:

6. Internal Investigation:

– Conduct Internal Inquiry: Initiate an internal investigation to gather evidence and document the extent of the fraud.

– Employee Disciplinary Action: Take necessary disciplinary actions against involved employees, adhering to employment contracts and company policies.

7. Civil Suit for Damages:

– File a Civil Suit: Pursue a civil suit against the fraudulent employees for damages caused to the company.

– Compensation: Seek compensation for financial losses and damage to the company’s reputation.

Preventive Measures:

8. Review and Strengthen Internal Controls:

– Implement Strict Protocols: Strengthen internal controls to prevent unauthorized access to critical documents and decision-making processes.

– Regular Audits: Conduct regular audits to identify and rectify potential loopholes in corporate governance.

9. Legal Consultation:

– Seek Legal Counsel: Engage legal professionals specializing in corporate law and white-collar crime to guide you through the legal proceedings.

– Advisory on Preventive Measures: Receive legal advice on implementing preventive measures to safeguard the company’s interests.

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Addressing such a situation requires a multi-faceted legal approach, combining criminal and corporate law remedies. Engaging legal experts is paramount to navigating these complex challenges and ensuring justice and restitution.