Scetion 184 (2) of the companies act 2013

395 views 7 replies
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?

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
ARTICLESHIP 28 June 2026
Article Assistant

Sharma Chetan And Company

Gurgaon

CA Inter

View Details
Company
ARTICLESHIP 07 July 2026
Articleship

Jawahar and Associates Chartered Accountants

Hyderabad

CA Inter

View Details
Company
13 July 2026
AVP / VP - PCG Advisory

Workforce Connect

Mumbai

MBA

View Details
Company
ARTICLESHIP 14 July 2026
Article Assistants

R Shyam and Associates

New Delhi

CA Final

View Details
Company
29 June 2026
Accountant (Finance & Compliance)

TRIEYEZ

Kolkata

CA

View Details
Company
ARTICLESHIP 15 July 2026
CA Articles

Kinjal H Shah & Co.

Mumbai

CA Foundation

View Details
Company
ARTICLESHIP 27 June 2026
CA Articled Trainee And Paid Assistant

SKAA & Associates

New Delhi

CA Inter

View Details
Company
ARTICLESHIP 30 June 2026
2 posts Article assistant and Articleship completed students

Chirag N Shah & Associates

Mumbai

CA Inter

View Details