Transfer of Shares and Controlling Interest

Mr. X holds majority i.e. 52% shares with him.  So no major dicisions of the company can be made without his consent.

There are 3 directors and 2 are against X.  For the Board Meeting quorum requirement would be 2 and hence these 2 directors will, in effect control the Board and the  day to day affairs of the company which is a major threat.   

Z transfering his existing shares to his relatives will not pose any threat.  However ensure that X shareholding does not fall below 52%. The other 2 directors may try to bring this down by way of alloting new shares  if the company has sufficient Authorised Share Capital.