Voluntary approval of shareholders

[Prakash Joshi]

Hi friends,

There is a Pvt Ltd company with 4 shareholders and they all are directors as well but having no mutual unity and trust. They seek shareholders approval even for the matters which are within the Board's power. Does it really help . Matters like giving company commercial building on rent, sale of entire 25% equity by one shareholder to any other an so on.

My queries are:
1. First of all the approval of shareholders in these matters really give additional protection specially when they themselves are shareholders as well as directors

2. While seeking shareholders which section to quote if that section doesn't need shareholders approval like section180 not applicable to a Pvt  co and sec 56 doesn't need shareholders approval

3. How to deal with a situation when the AOA states that any particular matter to be approved by unanimous approval of all 4 directors/shareholders.does it mean the approval of shareholders will prevail ifany one of the 4 of them dissent.

Finally if someone has draft EGM Notice and Explanatory relating to above issue please share.

Thanks

PC Joshi