Reforming private limited company director board

kings22 (Shareholder) (166 Points)

23 March 2019  

Here is some background Information and 

    1. We own 99.84% Shares of Private Limited Company. Remaining 0.2% shares are with 8 different people which we can say are controlled by a single relative.
    2. My father and this relative were only 2 Directors in the company.
    3. My father passed away recently. This relative now who is only Director left now refuses to sign any papers as we want to add 2 more Directors to the company. 
    4. We want to be compliant with ROC need for 2 directors and in control of all filings etc... required to keep company in good standing.
    5. He is also putting conditions like (1) He can never be removed from Directorship of the company (2) We will never take away his shares from him  etc. etc.

Questions:

As majority shareholders I am trying to understand our rights and  have below questions

  1. As majority shareholders, can we remove him from directorship?
  1. Can we reform the board and appoint new directors immediately ? Note he is refusing to sign papers from our CA for new Director additions right now.
  1. Can we take those shares back from him and remaining from other shareholders?  
  1. The company has no business but just rather has a property asset. Is there a way for majority shareholders to move the property owned by company out of Private Limited Company? 
  2. Can the 0.2% shareholders create issue with sale of the property if we want to do that?

Any advice is appreciated on the best way to address this matter and issue. My goal is to understand our rights and legal options to address the matter.