Interested director

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This query is : Resolved

ARUN KUMAR MAITRA (Querist)

12 June 2012 XYZ (P)Ltd.,ABC(P) Ltd. and PQR (P)Ltd. forms a JV( PVT. Ltd.)Company to run a Hotel.As per the JV Agreement ,each Company will have two nominee directors in the Board of the JV Company.ABC(P) Ltd. also entered into a O & M Agreement to look after the facilities of the hotel.Can the nominee directors of ABC (P) Ltd., who are common directors,in both the companies ,participate in discussions and votings of the JV CO. in which matters relating to O & M Agreement are discussed?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

13 June 2012 Section 300 do not apply to private companies. Unless therefore the articles of association of a private company contains a prohibitory clause in terms of section 300, an interested director of a private company can participate in the disussion on the matter in which he is interested; his presence for the purpose of quorum in respect of such matter can be counted; and he can vote on a resolution in respect of such matter.

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Querist)

14 June 2012 Dear Mitesh Ji,

Thank you very much for your valuable comments.

A.K.Maitra

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