184Disclosure of interest by director
(1) Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made, then at the first Board meeting held after such change, disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed.
(2) Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into--
(a) with a body corporate in which such director or such director in association with any other director, holds more than two per cent. shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or
(b) with a firm or other entity in which, such director is a partner, owner or member, as the case may be,
shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting:
Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.
(3) A contract or arrangement entered into by the company without disclosure under sub-section (2) or with participation by a director who is concerned or interested in any way, directly or indirectly, in the contract or arrangement, shall be voidable at the option of the company.
((4) If a director of the company contravenes the provisions of sub-section (1) or sub-section (2), such director shall be punishable with imprisonment for a term which may extend to one year or with fine which 1*** may extend to one lakh rupees, or with both.
(5) Nothing in this section--
(a) shall be taken to prejudice the operation of any rule of law restricting a director of a company from having any concern or interest in any contract or arrangement with the company;
2[(b) shall apply to any contract or arrangement entered into or to be entered into between two companies or between one or more companies and one or more bodies corporate where any of the directors of the one company or body corporate or two or more of them together holds or hold not more than two per cent. of the paid-up share capital in the other company or the body corporate.]
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1. The words "shall not be less than fifty thousand rupees but which" omitted by Act 1 of 2018, s. 60 (w.e.f. 9-2-2018).
1. Subs. by s. 61, ibid., for section 185 (w.e.f. 7-5-2018).
- 173 Meetings of Board
- 174 Quorum for meetings of Boar
- 175 Passing of resolution by circulatio
- 176 Defects in appointment of directors not to invalidate actions take
- 177 Audit committee
- 178 Nomination and Remuneration Committee and Stakeholders Relationship Committee
- 179 Powers of Board
- 180 Restrictions on powers of Board
- 181 Company to contribute to bona fide and charitable funds, etc
- 182 Prohibitions and restrictions regarding political contribution
- 183 Power of Board and other persons to make contributions to national defence fund, etc
- 184 Disclosure of interest by director
- 185 Loan to directors, et
- 186 Loan and investment by compan
- 187 Investments of company to be held in its own name
- 188 Related party transactions
- 189 Register of contracts or arrangements in which directors are intereste
- 190 Contract of employment with managing or whole-time director
- 191 Payment to director for loss of office, etc., in connection with transfer of undertaking, property or shares
- 192 Restriction on non-cash transactions involving directors
- 193 Contract by One Person Company
- 194 Prohibition on forward dealings in securities of company by director or key managerial personne
- 195 Prohibition on insider trading of securities