Love Kumar (COMPANY SECRETARY) (101 Points)
31 January 2011As per section 299 (3) every interested director should disclose his personal interest in the contract which is going to enter by the company in the board meeting in which the matter of signing the contract is discussed by giving the general notice to the board of company.
Now my query is that in one director company how can the interested director disclose his interest because there is only a single director and how can he submit his general disclosour.
Jaideep
(Service)
(1368 Points)
Replied 31 January 2011
In India, to my knowledge, we dont have any provisions for the incorporation of Company with only one Director.
Provisions for the One man company are provided in Companies Bill, which is yet to settel.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 31 January 2011
| Originally posted by : Jaideep | ||
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In India, to my knowledge, we dont have any provisions for the incorporation of Company with only one Director. Provisions for the One man company are provided in Companies Bill, which is yet to settel. |
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CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 31 January 2011
General Disclosure of section 299 is the annual disclosure which is to be taken from each director in the month of march every year in form 24AA, mentioning therein the names of the Companies and the nature of interest.
neha AWASTHI
(hh)
(230 Points)
Replied 01 February 2011
Minimum number of directors
Every public company ( other than a deemed public company ) must have at least three directors. Every other company must have at least two directors.
The directors of a company collectively are referred to as the "Board of directors" or "Board". Only individuals can be appointed as directors. No body corporate, association or firm can be appointed director of a Company.
So it cant be possible to have only one director in the Co.
Love Kumar
(COMPANY SECRETARY)
(101 Points)
Replied 01 February 2011
Thanx for the above reply. I know that the concept of single director company in India is not yet started.
But I m little more confused under this section because every interested director has to give his disclosour to the Board about his interest in the contract.
U/S section 299 (6) the director holding more than 2% shares in the other campanies is treated as interested director. But in a case a director of XYZ Ltd who holding only 1% shares in the ABC company doesn't require to give any disclosour because he doesn't cover u/s 299 (6). But the contract entered by the XYZ with the ABC the holding of shares of director in ABC Ltd company raised to 3%.
Whether the section 299 is applicable or not or whether the director contravention to this section.
Please clarify me........................
nidhigoel89
(Company Secretary )
(594 Points)
Replied 02 February 2011
But the contract entered by the XYZ with the ABC the holding of shares of director in ABC Ltd company raised to 3%.
Hello!
In that case one provision is given. Either u can give general disclosure or u can disclose the interest of director in the BM in which that particular contract or agreement is to be decided or in any BM which would occur immediately when that director got interested. Refer 299 (2) for detailed explanation.......
Regards
Nidhi
Sudhir Garg
(Service)
(236 Points)
Replied 02 February 2011
Mr Kumar
Please povide more details. As i am unable to understand how director shareholding can be increased if contract is going to be executed between ABC and XYZ.
Regards- Sudhir
Love Kumar
(COMPANY SECRETARY)
(101 Points)
Replied 04 February 2011
Mr. Garg I mean to say after the contract entered by the XYZ Ltd with the ABC Ltd one of the director who currently hold 1% shares in ABC Ltd buy more shares in ABC Ltd and raised his holding upto 3% in ABC Ltd after the contract made by two companies.
Now whether the section 299 is applicable. Is he required to give any disclosour to Board.......................
Sudhir Garg
(Service)
(236 Points)
Replied 04 February 2011
Mr Kumar
Upto best of my understanding, Section 299 becomes applicable and he need to give disclosure and general disclosure as well.
Regards- Sudhir
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