We are 3 partners of the PVT ltd company and 1 partner is having 20% share holding and authorized for business operations. Other 80% share holders are in overseas and not involved in operations. Can the operating partner can obtain OD/Loans with out major share holding partners approval in the bank. Also how to freeze the account till further settling the dues to investment partners. appreciate your feedback pls.
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Operating partner cannot obtain loan without approval of major shareholders
2)
As operating partner not responding to Major share holders and not sharing any company transactions, IT returns, Bank transactions and any other information's. is there any possibilities to obtain OD/Loan by presenting Digital signature, false board resolutions of the share holders to bank with out share holders approvals can you provide us a way forward for What actions can be initiated on the Operating partner from other share holder
Operating partner would not fabricate documents fir obtaining loans
2)
Section 169 of the Company Act, give power to shareholders to remove the managing director in a general meeting by an ordinary resolution.
A Special Notice as per the provisions of Section 115 of the Companies Act, 2013 of the intention to move a resolution for removal of the director be furnished by number of members to the company at least 14 days before the meeting at which it is to be moved, exclusive of the day on which the notice is served and the day of the meeting.(Section 169)
2) The Company shall, immediately after the notice of the intention to move any such resolution has been received by it, give its members notice of the resolution in the same manner as it gives notice of the meeting.
3.In case the company is not in a position to give notice to all the members, it can publish by way of an advertisement in the newspaper having an appropriate circulation not less than 7 days before the meeting.
4.The Company must give intimation to the concerned director of the intended resolution by sending a copy of the special notice received by it, forthwith on receipt thereof. The Director shall have the right to be heard on the resolution at the meeting.
5.The Director who is sought to be removed, can make a representation in writing against his removal and request the Company to notify it to the Company's members. Further, if the director requests the company to notify the members of the company his representation against his removal and the representation is of reasonable length and it has been received not too late, the company must :
(a)mention in the notice of the resolution to be moved at the Annual General meeting, the fact of the representation having been received; and
(b)send a copy of the representation to every member along with the notice of the meeting if the representation has been received before sending the notice of the meeting or separately if the representation has been received after sending the notice of the meeting.
6If the representation could not be sent to the members because it was received too late or because the company made a default in sending it, the company must read out the representation at the Annual General Meeting, if the director requires it to do so. In addition to the above, the director can make oral representation at the Annual General Meeting.
7.Thereafter hold and convene a General Meeting to discuss besides other matters, if any of the following matter relating to removal of director:
"To pass a ordinary resolution for removal of the Director"
For opening and operating a bank account in the name of a private company, you have to go by the Articles of Association. Moreover, a Board resolution authorizing a director or directors to do so is necessary. Similarly, borrowing powers are also stipulated in the Articles. Here again, a Board resolution is must.
Until and unless the operating partner has been authorised by a power of attorney deed executed by other partners or a resolution is passed to this effect in the board of directions meeting or if there is a provision made for this purpose authorizing the managing partner to obtain loan/OD for the firm on behalf of the firm, the managing partner cannot do such acts on his own.
This act can be termed as mismanagement or even misappropriation or breach of trust or cheating etc.
The other partners can pass a resolution making such ODs or loans are not in the interest of thr firm hence the partner who acted against the interest of the firm is solely liable for the loan and can even issue a notice to the erring partner, besides you can issue a notice to the bank as well to freeze the account for the said reasons u til a solution is arrived on this alleged embezzlement.
A breach of fiduciary duty is a serious violation that can result in a lawsuit against the partner who engaged in the breach. The other co-owners of the company could pursue a civil case in order to try to hold the breaching partner responsible for losses that occurred as a result of the partner's conduct.
In general, a breach of these agreements takes the form of any action or, in some cases, inaction. If that's the case, the partner may be violating one or more agreements entered into when the business was formed. If your business partner engages in negligent conduct, you may be able to sue them.
Whether you have a general or limited partnership, any partners participating in the management of the business will be expected to abide by a fiduciary duty. ... If any managing partner breaches their fiduciary duty, the rest of the partners may face financial loss, legal liability, or other harm
You may resort to proper legal action as provided in the article of association of the firm or memorandum of association or partnership deed.
Yes it's possible
