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X Private Limited want to acquire 100% shares of Y Private Limited. Y Pvt Ltd. has three directors of which two are Foreign National and residing abroad. These two FN are shareholders. X Pvt Ltd will have new 2 additional directors. After appointment of additional directors - position is as under IN - 3 Directors, FN - 2 Directors. At the Board meeting to be held in India for transfer of shares of X to Y - can FN Directors participate in the meeting through video conferencing ? Can the votes of FN Directors be treated as valid vote for transfer ? Whether the subject of transfer of shares is to be treated as acquisition of company ? And If it is to treated as Acquisition, whether the said business can be transacted through video conferencing method ? Please reply. CS ATUL KULKARNI

Board Meeting

Posted By: Atul kulkarni 9 year(s) ago

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    s.m.a.millath

Being a Private company, there can be a shareholder agreement of Y pvt ltd for sale of their shares to X pvt ltd for a consideration to be arrived at. The Board of Y P ltd can approve the agreement where all directors can participate through video or in person. Or X and Y cos could adopt the route through merger under section 391-394 of cos act 1956

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