Share Transfer by Public Unlisted Company

If the Board of Unlisted Public Company intends to transfer entire Management by selling the Shares hold by the said Board members is it necesary to hold EOGM and pass reolution with Majority of more than 75% of present members or can they transfer the shares held directly to the other management

Plz specify the entire procedure for the same.

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Section 111 A of the Companies Act provides that shares or debentures therein shall be freely transferable.But there are restrictions put in AOA of the Company,which might need amendment by special resolution in EOGM for transfer of shares and management.