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Eneed legal help, little long story, used gemini , pls read and give advice if possible.
The Situation
The Setup: I co-founded a private limited company with a partner(my cousin) who handled the documentation. He misled me into a 51/49% split, claiming it was a technical requirement for incorporation.
The Auditor: We appointed a Statutory Auditor who signed a formal consent letter to the Directors. I personally paid the auditor’s fee via UPI into his HUF (personal/family) account on the day of appointment. (other director said to pay( i paid but never contacted this ca directly ever) because initially we were doing 50-50 split and as I said he handled documentation)
The Conflict: I discovered this fraud and resigned as Director in February 2026 due to professional differences.
The Valuation Dispute: I offered to transfer my 49% stake for ₹20,000(I just calculated my total expenditure so gave this directly to other director on WhatsApp). The other director countered with ₹5,000 (face value) and refused to file my resignation (Form DIR-12).
The Auditor’s Misconduct
Conditioning Duties: In a public Google Review response, the Auditor stated I should “resolve the matter mutually” with the other director before he would return my professional documents.
Breach of Confidentiality: In that same public response, the Auditor leaked the exact figures of our private negotiation (the ₹20k vs ₹5k dispute) to the public.
False Statements: After returning my documents, the Auditor updated his review to claim he “does not know me” and there is “no professional relationship,” despite his signed consent letter and my UPI payment record.
see this is transcript of Google review:-
⭐☆☆☆☆ (Edited 10 hours ago)
Very disappointing experience. Despite being assured on call that my DSC would be sent the next day, it has been pending for the past 3 days.
I have shared all required details again, but there is still no response or update. This level of delay and lack of communication is highly unprofessional.
UPDATE (April 12, 2026):
I have finally recovered my physical DSC from this office. However, the owner’s response below is a shocking display of professional incompetence.
As a Chartered Accountant, you are legally and ethically bound by the Principle of Confidentiality. By publicly disclosing my private, internal financial negotiations and shareholder disputes on a Google Maps review, you have committed a textbook case of Professional Misconduct.
It is now clear that this firm is not an independent professional body, but a biased puppet for the other director. A CA who leaks sensitive client data on a public forum to “win” an internet argument cannot be trusted with anyone’s business secrets or legal documents.
I am now moving forward with a formal complaint to the ICAI Disciplinary Directorate regarding this blatant breach of ethics. Consider this a public warning to any business owner: your data is not safe here.
Response from the owner (Edited an hour ago):
Thank you for your message. We regret the inconvenience caused.
As you may be aware, due to year-end closing and approaching deadlines, the workload is significantly high during this period, which may have caused a delay. If you require the DSC urgently, we kindly request you to collect it from the office.
We have also been informed by the other director JATIN that there is an ongoing disagreement between both of you. It has come to our notice that you are asking for ₹20,000 in exchange for your company shares worth Rs 5,000, and currently, neither of you seems willing to continue with the company [REDACTED] PRIVATE LIMITED.
We request you to please resolve this matter mutually and provide us with clear instructions so that we can proceed accordingly.
UPDATE (April 13, 2026):
I would like to clarify that you have neither availed any professional services from us or made any payment. I do not have any formal engagement or professional relationship with you.
Further, I do not even personally know you, and therefore, it is inappropriate to post such serious allegations on my Google profile without any direct dealing or factual basis.
With regard to your Digital Signature Certificate (DSC), I would like to place on record that:
There was no delay or difficulty in handing over your DSC
The DSC was provided to you promptly during your visit
The entire process was completed smoothly within 1–2 minutes
At no point did you face any inconvenience from my side.
If you are choosing to make public statements, I reserve the right to respond with factual information related to the matter. However, I strongly advise that any concerns be addressed through appropriate and professional channels rather than posting misleading or baseless reviews online.
Pls share ur advice to tell ca about ethics.
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DLawyer here. The auditor’s conduct appears to amount to professional misconduct, particularly breach of confidentiality, making inconsistent public statements, and improperly linking release of documents to a separate shareholder dispute. A CA cannot disclose internal financial matters in public or deny a professional relationship where supporting documents exist.
You may issue a legal notice seeking explanation and simultaneously file a complaint before the ICAI Disciplinary Directorate with all supporting evidence. The shareholding dispute is separate, and the auditor has no authority to withhold your documents on that basis.
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