Scetion 184 (2) of the companies act 2013

There are Two Companies; Company ABC Ltd. (Holding Company) and Company XYZ Ltd. (Wholly owned subsidiary) Directors in Company ABC Ltd. are Mr. X (5% shareholding), Mr. Y (10% shareholding) and Mr. Z (20% shareholding) Directors in Company XYZ Ltd are Mr. X, Mr. Y and Mr. Z (No director shareholding) Now both the companies are entering in to an arrangement, should XYZ Ltd treat Mr. X, Mr. Y and Mr. Z as interested directors in the arrangement.
Replies (7)

Yes, As per section 2 (76) of the CA, 2013, they are related parties.

Hi Thank you.

Suppose Mr. X holds 1%, Mr. Y holds 0.5% and Mr. Z holds 3% in ABC Ltd, then Mr. X and Mr. Y leaving aside Mr. Z, can participate in the Board Meeting of XYZ Ltd. in which the arrangement is to be discussed right?

 

 

None o them can participate  in such meeting since all directors(XYZ) holding put together exceeding 2%.

Aren't these Private Limited Companies?

These are public limited cos

As per Section 184(3) if the director participates in meeting after disclosure of interest, the arrangement can be VOIDABLE ONLY AT THE OPTION OF THE COMPANY. I guess you can take advantage of this sub-section OR you can appoint Additional directors to discuss the agenda.

These are holding and wholly owned subsidiary, is there any exemption in this case?

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