Items of business

Items of business left unconsidered at the’ last Board meeting, and which cannot be deferred till the next Board meeting may be refrred to the Directors for consideration by circulation in terms of Section 289 provided the items are not statutory required to be considered at a Board meeting. For passing a resolution by circulation, the requirement is that the draft resolution along with the necessary papers should be circulated to all the directors of the Board then in India (not below the quorum fixed for a Board meeting) and to all other directors at their usual address in India and the resolution should be approved by the Directors then in India or by a majority of all the directors.
The requirements as to the disclosur of interest of Directors as contained in Section 299 of the Companies Act, 1956, do not apply to any contract or arrangement between two companies where any of the directors of one company or two or more of them together hold or hold not more than 2 per cent of the paid-up share capital in the other company.
In the facts given in the question, though the value of equity shares held by a director of ‘Y’ Company in ‘2’ Company has been given, it is not clear as to whether the holding of the director is less than or more than 2% as prescribed in Section 299(6) of the Act. In case the holding is more than 2%, the director is liable for not disclosing his interest. If, however, the holding is less than 2%
(v) on 314 (I-B) of the Companies Act, 1956 provides that no relative of the
director of a company shall hold any office or place of profit in the company
‘” which carries a total monthly remuneration of not less than such sum as may
be prescribed except with the prior consent of company by Ct special resolution and the approval of the Central Government. The limit of mollthly remuneration prescribed by the Central Government is Rs. 20,00,0, }.ride Rule lO-C of the’ Companies (Central Government’s) General Rules and Forms, 1956, with effect from 1.3.1994. Previously, it was Rs. 12,000 per month. Since “A” is the son of the director of a company in which he is proposed to be appointed as Marketing Executive on a monthly salary of Rs. 25,000 per month, the proposal is required to be sanctioned by the Company by a special resolution and approved by the Central Government, before the appointment is made.
A company has 11 directors
A and B - Nominees of IFGI and IGIGI respectively.
G, D, E, - Appointed as directors in June, 1993 (AGM).
G and H - Appointed as directors in June, 1994 (AGM).
I - Appointed as qggwonaLdiTector in January, 1995
j - Appointed as director in place of F who died in January, 1995
(F was appointed in June, 1994).
Managing director (appointed in June, 1994 for 5 years).