query

Practically they should go for sattlement...

Transfer all the share to one group & make payment in cash(here cash means "crossed cheque/DD") or in any other mode for these shares. The transfer price of share can be that which is mutually agreed on the basis of goodwill of the company.

Also wait for the other member's view.
  

The Directors are different , Shareholders are differenent so as the company. All are having seprate legal entity and existance. 3 Directors are fighting doen't mean that the close can be distributed among themselves. If the process of settlement is not working then we can go for winding up of the company provided these 3 directors are the only shareholders.

In this case kindly go for Arbitration as it saves time and money. Because winding up is not an easy process and will take time.

This is my view :)

Bcoz Winding Up of Company is Not Perfect Solution as Its Not a Simple Process..

Simple Solution:

Distribution of Company's Share Capital is possible only in the even of voluntary winding up of the company. Its the best possible solution & will not incur expenses like that in compulsory winding up.

I agree with Jitesh ji.

Hey..one more feasible solution if then can. Let them come to an understanding that the interest of other shareholders are sold to the third one after valuation of the business and by mutual consent, the one who take over, be allowed to appoint one director of his liking to comply with sec. 252(1). Let the other two adieu goodbye...