Disclosure of interest by a director under section 184(2)

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Please provide analysis/interpretation of section 184(2) that who are required to give disclosure as interested director?

Here what does directly/indirectly mean?

Whether relatives are covered or not?

If relatives are covered then whether is it for both body corporates and other entities like firm and all?

Which director's need and in which co. holding of 2%?

Please provide complete analysis.

Thanks in advance.

Replies (10)

According to section 184(2), where the director of the company weather directly or indirectly intrested in contract or arrangement entered with body corporate in which either such director indivisually or in association with other director holds more than 2% of the shareholding of the body corporate or a firm in which such a director is a partner , is required to disclsoe the nature of intrest at the board meeting in which contract or arrangement is discussed in form mbp 1 but such director is exempted from participating in such board meeting.

But as per notification dated 5th june 2015 , in case of private company such director is required to participate in board meeting after the disclosure of such interest.

Directly means the director is holding directly
indirectly means director is holding through relatives or other body corporates where he is a kmp
yes reproves are covered (indirectly)
all the directors of the company in aggregate holding 2% then they have to disclose.. even individual holding is below 2%//.
for example there are 8 directors... one director is holding 1.99% and other director is holding .1% .. but they both are holding in aggregate 2%/.. so they should disclose the same and shouldn't participate in BM
PVT COMPANY DIRECTORS CAN participate IN BM after disclosing there interest
my third comment . it is relatives not reproves
let's assume a relative of director is a partner in a firm with whom co. is going to enter into a contract...whether the director be attracted into 184(2) ?

and

another case is once again a relative is a member in a body corporate with whom director's co. is goin to enter into a contract...here how can we decide that that relative is interested into that contract?
And thankyou so much everyone for your valuable time...:)

Hi Niraj, I have the same query as the section says 'if the director is directly or indirectly interested' (and interested director is also covered by section 2(49) which covers relatives + other entities in which the director/relative are partners/directors/members).
However, below it says in such body corporate in which 'such director ' is a promoter, manager, CEO or > 2% shareholder (with other directors).

Kindly let me know if you have found the answer.

Thank you so much!


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