Allotment of shares where directors are interested

In a public company there are 3 directors. the company wants to issue share to another company where all the directors have more than 2% share holding. As all these directors are interested directors. Can the allotment be made?
Replies (3)
company can be made issue of share subject to company has to be passed resolution in general meeting of shareholder cosidering interest of directors.
but as said in sec 174 interested director are not counted for quorum. and in my case all are interested then shall i continue with the meeting or is it a violation of section 174?

You need to conduct a General Meeting and pass the resolution for issue of shares.

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