A holding company A has wholly-owned subsidiary WosB (99.9% owned directly and 0.1 jointly with a nominee). Both A and WosB are private companies.
The holding company A does not have its directors on the board of WosB and the current directors are not co-operating in filing the balance sheet etc. in ROC.
Company A wants to have management control by appointing its directors in WosB for which it wants to conduct EGM but the nominee shareholder is not willing to be present in the EGM (in person or appoint a proxy). The EGM as such would not have the quorum to make enforceable valid decisions.
In such a scenario, how can the majority shareholder (company A) exercise its power to appoint new directors in WosB ?
Also in case the the nominee shareholder is willing to sign the share transfer form (instead of attending the EGM) but the current directors in WosB would not endorse the share transfer, what can be done ?
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