Interested Director

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CS Ashish Jain (Querist)

18 October 2010 our company is a public ltd. compamy and we have issued 4% preference shares to a pvt. ltd. company whose director is also a director in our company.

now we are going to convert these 4% preference shares into 0% preference shares for which we passed a baord resolution in the board meeting in which the said director was present and dissented to the resolution.

My question is that whether he will be considered as a interested director and whether his presence shall be counted for the purpose of quorum as he is also a director in the shareholding company.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

18 October 2010 Directors can be said to be interested if he hold more than 2% paid up capital of other public company.

If the Director(s) do not hold 2 % shares in the other Public Company, Sec. 300 will not be applicable.

In your case, in my opinion they are not interested directors merely on the ground that they are the directors in both companies.

Thus in your case, Section 297 applies but not Section 299.

CS Ashish Jain

CS Ashish Jain (Querist)

18 October 2010 What is the definition of Interested Director for the purpose of Seciton 300

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

19 October 2010 Interested director means any director, who is in any way concerned or interested in a contract or arrangement or in a proposed contract or arrangement, entered into or to be entered into by
the company.

Kindly see the exceptions provided under Section 300(2)(d)(ii)

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