Transfer of Shares and Appointment of Directors

Hello!

I think, Mr. B cant appoint Mr. c as director of co. on his own. Becoz for forming quorum atleast 2 directors need to be present. So, i think by provision of BM u/s 287 a single director doesnt form the quorum.............

regards

Nidhi

Dear Ms. Aparna

Please let me clarify you that, in case of a private Company there may be restriction on transfer of shares to a person other than existing shareholder(s). Please refer the AOA of  concerned company in this regard. Further, the transfer will take effect only after getting the approval of the Board which may be doubtful in your case as there is only two directors and other may oppose to such transfer, as evident from your query.

Since A and B are equal shareholders, the best solution is compromise and no law can settle such type of dispute .

Regards

CS Ashwini Kumar

I agree with Nidhi....

because thre must be a  Quoram and  permission of  BOD. Here, Mr. A

Dear Joshi

My replies is on the same line as of Mr Ashwini.

From your query, it looks Mr B wants to quit from company.

Under Pvt Ltd, pre-emption right (Right to first Refusal) applies. The member can not sell out its shares to outsiders until and unless other existing members refuses to take it. In your case, Mr A must be offered shares and Mr A can take it thru its relatives (since members must be two) and then appoint its own directors.

Regards- Sudhir