Dear Professionals

According to section 299 every director is required to disclose his nature of interest in a contract entered into or to be entered into by or on behalf of company.

But Sub section 6 of said second says that whenever there is a contract or arrangement between 2 companies, section 299 will not be applicable if holding of one Director or combined holding of more than one director does not exceed 2% in other company.

Query:

If A, B, C are the Directors of the public company and individual holding of A,B &C in another public company is less than 2% but combined holding of A,B, & C exceeds the limit of 2%.

Then in that case disclosure is required under sec 299 (6) by all the three drs A,B,C.

& Section 300 restricts the interested director to vote if they are interested.

Are all drs A,B,C restricted to vote acc. to section 300 even if individual holding is less than 2%.

Whereas Section 300(2)(d)(ii) says that section 300 will not be applicable if the director is holding is not more than 2% shares in other company. Is this section talks abt the individual holding of director.

Thanks & regards
Deepika Bhardwaj

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