Bird and Silberstein23 May 2018 09:45
For any interested parties, the Companies Act 2006 contains some useful I formation that some may wish to exercise....
"Chapter 1, Regulation 168: Resolution to remove director
(1)A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.
(2)Special notice is required of a resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed.
(3)A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.
(4)A person appointed director in place of a person removed under this section is treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director.
(5)This section is not to be taken—
(a)as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director, or
(b)as derogating from any power to remove a director that may exist apart from this section".
This section of the Companies Act is obviously relating to the removal of certain characters within the company, and in our case, due to the sheer lack of information provided by the company to its owners.
If you dispute this even arising, ask yourself, after approximately 8 months, what did we ever know about production regarding Omnia, Sino and Moz? What do we know about the revenue they have generated in that time?
"Chapter 2, Regulation 174: Duty to exercise reasonable care, skill and diligence.
(1)A director of a company must exercise reasonable care, skill and diligence.
(2)This means the care, skill and diligence that would be exercised by a reasonably diligent person with—
(a)the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions carried out by the director in relation to the company, and
(b)the general knowledge, skill and experience that the director has".
This section relates to the $400k loan that apparently came from cash flow which didn't exist at that point in time.
This section also relates to the misleading statement by Mr Silberstein regarding net profit which was not corrected until the following quarter despite the numerous calls and emails. It also applies to Mr Bird who also allowed such info to slip without correction.