Disclosure with regard to sec 299 of companies act

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Querist : Anonymous

Querist : Anonymous (Querist)

02 July 2012 Hi Experts,

Is it required to have a disclosure for the transaction with the company in which the nominee director of the company is also a nominee director for the other company.

The Nominee director is representing for the same shareholder in both the companies.

Kindly Clarify.....

Regards

Saiprem

C.A Anshul Singhal

C.A Anshul Singhal (Expert)
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02 July 2012 The Companies Act, 1956

299. Disclosure of interest by director

(1) Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the company, shall disclose, the nature of his concern or interest at a meeting of the Board of directors.

(2)(a) In the case of a proposed contract or arrangement the disclosure required to be made by a director under sub-section (1) shall be made at the meeting of the Board at which the question of entering into the contract or arrangement is first taken into consideration, or if the director was not, at the date of that meeting, concerned or interested in the proposed contract or arrangement, at the first meeting of the Board held after he becomes so concerned or interested.

(b) In the case of any other contract or arrangement, the required disclosure shall be made at the first meeting of the Board held after the director becomes concerned or interested in the contract or arrangement.

(3)(a) For the purposes of sub-sections (1) and (2), a general notice given to the Board by a director to the effect that he is a director or a member of a specified body corporate or is a member of a specified firm and is to be regarded as concerned or interested in any contract or arrangement which may, after the date of the notice, be entered into with that body corporate or firm, shall be deemed to be a sufficient disclosure of concern or interest in relation to any contract or arrangement so made.

(b) Any such general notice shall expire at the end of the financial year in which it is given, but may be renewed for further periods of one financial year at a time, by a fresh notice given in the last month of the financial year in which it would otherwise expire.

(c) No such general notice, and no renewal thereof, shall be of effect unless either it is given at a meeting of the Board, or the director concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given.

(4) Every director who fails to comply with sub-section (1) or (2) shall be punishable with fine which may extend to 1[fifty thousand rupees].

(5) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting a director of a company from having any concern or interest in any contracts or arrangements with the company.

2[(6) Nothing in this section shall apply to any contract or arrangement entered into or to be entered into between two companies where any of the directors of the one company or two or more of them together holds or hold not more than two per cent of the paid-up share capital in the other company.]

1. Subs. by Act 53 of 2000, sec. 144, for "five thousand rupees" (w.e.f. 13-12-2000).

2. Ins. by Act 65 of 1960, sec. 106 (w.e.f. 28-12-1960).

C.A Anshul Singhal

C.A Anshul Singhal (Expert)
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