Reforming private limited company director board

Hello Sanjay,

As per my knowledge, I'll advise you as follows:

1) Yes, you can remove him as per S.115 of Companies Act 2013

2) Yes, you can call an EGM as per S.100 and do so.

3) Yes, you can if they are ready to sale, otherwise No

4) No, members cannot sell any property directly as it is board who can sell the property but with members approval as per S.180 of CA, 2013

5) No, 0.2% shareholders cannot create any type of problem in any case.

For any other query, feel free to email us at info @ genuinefilings.com

Dear Ankit ji -

Thank you for your kind response. This is very helpful. 

I am considering going ahead with removing him from Directorship as first step and thereafter reforming the board at the same time. The second step is necessary as we only have 1 Director right now and we will need to appoint two directors for the Private Limited Company. We have names identified.

1 - What process do I need to follow to start the removal proceedings ? Can he cause any issues with removal given he is also small percentage shareholder?

2- Since total number of shareholders is 12 in the company - the three majority shareholders with 99.8% will vote for removal. If the remaining shareholders with 0.2% vote against removal; can that cause issues (Is it % of voting right based on number of shares or is it number of shareholders that vote that decides). I am trying to also understand what type of Quorum is required here to ensure removal.

3- What process do I need to follow for appointment of new Directors?

Thanks again for your help.

Regards

 

 

Sir,

In general, Voting rights of Members are as follows, however it depends on AOA:

(a) on a show of hands, every member present in person shall have one vote;
and
(b) on a poll, the voting rights of members shall be in proportion to his share in
the paid-up equity share capital of the company.

So, in your case, you can demand for poll as per S.109 in the meeting called u/s 100 and in that meeting you can remove previous director and appoint new director in same meeting.

I have already told you the process for removing the existing director in my previous reply, point-1

For appointment, you need to approve an OR in general meeting for the same.

Thanks!!

Dear Ankit ji -

Thank you again for your guidance.  I am looking at the AOA and here is what they say about show of hands and poll (see attached)..

Only other questions I have based on this:

1) is Poll first preference or voting by show of hands first preference - what is first chosen as option 

2)  These AOA refer to Companies Act 1956 - does that change anything or they are still applicable?

3) Once we decide we want to do voting by poll ; can anyone object to that and ask for that to be show of hands? I guess what decides voting by poll. Other thing is that most of the shareholders are distributed across country and are generally not going to attend in person (very low chance).

Thanks again.

Regards

 

1) Voting by show of hand will be the first preference, however chairman suo-moto or 1/10 of the members can demand for vote by poll and that can't be avoided

2) You can go with above solution with this AOA

3) You need to hold EGM in the state where your registered office is situated and serve notice of the same to all members, now it's member choice they want to come or not, further the members present at meeting shall only be count for voting, however such non attending member can appoint his proxy to attend such meeting and such proxy voting shall also be count.

Dear Ankit ji - Thank you for your guidance. This is very helpful for a novice like me. Much appreciated.

 

Regards