On May 1, 2024, Sruja, who owns 3% equity shares in Crown Ltd, was appointed as a director in the Board Meeting. The Company was mainly into manufacturing of plastic products and toys and had commercial agreements and bu

CS Professional · Environmental, Social and Governance (ESG) Principles and Practice · PYQS · December 2024
On May 1, 2024, Sruja, who owns 3% equity shares in Crown Ltd, was appointed as a director in the Board Meeting. The Company was mainly into manufacturing of plastic products and toys and had commercial agreements and business transactions with Chariot Ltd, for purchase of raw materials. It came to the knowledge of Company's management that, Sruja is holding 1.5% and her husband is holding 3% of the equity share capital of Chariot Ltd. In the board meeting held on June 6, 2024, the Board of Directors proposed to discuss about price revisions for the raw material procured from Chariot Ltd. With reference to provisions of Companies Act, 2013, answer the following: Can she vote in the price revision resolution in the Board Meeting?

Answer & Explanation:

The second disclosure is under Section 184(2) of the Companies Act, 2013 where Sruja needs to disclose her specific interest in a contract or arrangement between the Company and another Corporate provided, she along with other Directors holds more than 2% of the share capital of the Other Corporate. She should also not participate in the discussions and vote on resolutions relating to the contract or arrangement. This disclosure must be made in the Board Meeting where the contract or arrangement is being discussed. In the case of the arrangement between Crown Ltd and Chariot Ltd, she holds only 1.5% of the equity share capital. Strictly from a legal perspective she need not disclose her interest since it is less than the threshold of 2%. However, her husband holds 3% of the equity of Chariot Ltd. From a governance perspective, it would be prudent for Sruja to disclose her interest and that of her husband and refrain from participating and voting on the resolution concerning Chariot Ltd.

Topics: Company Law

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