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Minority Shareholders' Rights in Pvt. Ltd. Co.

(Querist) 29 July 2010 This query is : Resolved 
A PVT.LTD. CO. HAS TWO SHAREHOLDERS A (FATHER) & B (SON)HAVING 100% SHAREHOLDING OF THE COMPANY. THEY ARE ALSO DIRECTORS OF THE COMPANY. THEY DECIDED TO TRANSFER 2% SHAREHOLDING OF COMPANY TO C & D (OUTSIDERS).
NOW CAN C & D DO ANYTHING AGAINST THE INTEREST OF A & B AND COMPANY UNDER THE PROVISIONS OF COMPANIES ACT WITHOUT CONSENT OF A& B. (e.g. CAN THEY TRANSFER PROPERTY OF COMPANY OR DO ANYTHING ELSE WITHOUT CONSENT OF A & B ?)
PLZ. ADVICE.
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s.subramanian (Expert) 29 July 2010
no. they canot. but they can proceed for oppression and mismanagement under sec.397 of indian companies act.

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