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Interested chairman

Poonam Agarwal (Management Trainee) (24 Points)

23 February 2017

In a private limited company there are only 2 members and that 2 members are also directors of that Company, now in a Board meeting an agenda is to be placed in which both of them are interested then who shall chair that Board Meeting since as per secretarial standard-1 an interested director cannot chair the meeting in which he is interested?

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3 Replies

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 01 March 2017

Interested director means a director who is interested within the meaning of Sec.184(2). As per notification dated 5.6.2015 in case of private company interested director may participate in such meeting after disclosure of interest. Hence interested director can also be Chairman.

In the introductory para of the Secretarial Standard it has been already clarified that if the SS is inconsistent with the Act, the provisions of the Act willl prevail.

Poonam Agarwal (Management Trainee) (24 Points)
Replied 03 March 2017

Thank you Sir.

Geetha Gupta (Accountant) (325 Points)
Replied 08 November 2019

Dear all,

In reference to "Interested Chairman", quoting from guidance note on para 5.1.2 of Revised SS-1, which is in force from Oct 1, 2017, .

"If the item of business is a related party transaction, the Chairman shall not be present at the Meeting, whether physically or through Electronic Mode, during discussions and voting on such item."

This vacation of Chair is mandated even if the Chairman has disclosed her/his interest in the agenda item, if it is a related party transaction.

This seems to override the MCA notification dated 5.6.2015

What is the solution then for a group of private companies, where all directors are related to each other? When there is no dis-interested Chairman in either of the two private companies who want enter into a transaction?

Is there any mention about this Companies Act 2013? if, so which section?

Thanks in advance

Regards,

Geetha