Dear Alex,
In the capacity of Director -
Mr. A - Director
Mr. B - Director
Both will have same power regarding voting in BOARD MEETING. So the route of Board meeting is not possibe without the consent of Mr. B. Thus, the additional director cannot be appointed untill & unless Mr. B agrees.
In the capacity of Shareholders -
Mr. A - Holding 999 shares @ Rs. 100/- each.
Mr. B - Holding 1 share @ Rs. 100/- each.
Mr. A is having more power regarding voting in GENERAL MEETING. So, the EXTRAORDINARY GENERAL MEETING (EGM) CAN BE CALLED UPON u/s 169. & the board of directors are bound to held such meeting.
IN SUCH EGM, Mr. B can be removed & new director can be appointed in place of Mr. B.... because the voting right of shareholders will be according to their subscribed & paid up capital.. So, Mr. A alone is having power to pass the resolution.
If u have any further doubt, then revert me...
Here is Section 169 for ur reference : -
Section 169
CALLING OF EXTRAORDINARY GENERAL MEETING ON REQUISITION.
(1) The Board of directors of a company shall, on the requisition of such number of members of the company as is specified in sub-section (4), forthwith proceed duly to call an extraordinary general meeting of the company.
(2) The requisition shall set out the matters for the consideration of which the meeting is to be called, shall be signed by the requisitionists, and shall be deposited at the registered office of the company.
(3) The requisition may consist of several documents in like form, each signed by one or more requisitionists.
(4) The number of members entitled to requisition a meeting in regard to any matter shall be -
(a) in the case of a company having a share capital, such number of them as hold at the date of the deposit of the requisition, not less than one-tenth of such of the paid-up capital of the company as at that date carries the right of voting in regard to that matter;
(b) in the case of a company not having a share capital, such number of them as have at the date of deposit of the requisition not less than one-tenth of the total voting power of all the members having at the said date a right to vote in regard to that matter.
(5) Where two or more distinct matters are specified in the requisition, the provisions of subsection (4) shall apply separately in regard to each such matter; and the requisition shall
accordingly be valid only in respect of those matters in regard to which the condition specified in that sub-section is fulfilled.
(6) If the Board does not, within twenty-one days from the date of the deposit of a valid requisition in regard to any matters, proceed duly to call a meeting for the consideration of those matters on a day not later than forty-five days from the date of the deposit of the requisition, the meeting may be called -
(a) by the requisitionists themselves;
(b) in the case of a company having a share capital, by such of the requisitionists as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the company as is referred to in clause (a) of sub-section (4), whichever is less; or
(c) in the case of a company not having a share capital, by such of the requisitionists as represent not less than one-tenth of the total voting power of all the members of the company referred to in clause (b) of sub-section (4).
Explanation : For the purposes of this sub-section, the Board shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly
convened the meeting if they do not give such notice thereof as is required by sub-section (2) of section 189.
(7) A meeting called under sub-section (6) by the requisitionists or any of them -
(a) shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board; but
(b) shall not be held after the expiration of three months from the date of the deposit of the
requisition.
Explanation : Nothing in clause (b) shall be deemed to prevent a meeting duly commenced before the expiry of the period of three months aforesaid, from adjourning to some day after the expiry of that period.
(8) Where two or more persons hold any shares or interest in a company jointly, a requisition, or a notice calling a meeting, signed by one or some only of them shall, for the purposes of this section, have the same force and effect as if it had been signed by all of them.
(9) Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board duly to call a meeting shall be repaid to the requisitionists by the company; and any sum soepaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration for their services to such of the directors as were in default.
CAclubindia
