Q. > Please Help: disclosure of interest

266 views • Question added Jun 21, 2014 • Corporate Law • By sandeep sharma , CA , NEW DELHI

2) This query is regarding disclosure of interest by director u/s 184 of CA 2013. The AB PRIVATE LIMITED company is having two directors MR. A &B. They are also member of this company. There is one more private limited company say CD PRIVATE LIMITED. This company also has same director and members i.e Mr A & B is also director and member of CD private limited meaning thereby both company have same director and members. a) AB Private Limited company is selling its goods to CD Private Limited in normal course of business and the same price at which it sells the goods to other non related parties i.e at market price. b) Now as per section 184(1) read with rule 9 ( Meeting of Board and Power) the interested director shall disclose his interest by giving MBP1 form to company and company has to file the same in MGT-14 with ROC for the above transaction of Sale/ purchase between AB & CD company. c) However as per section 184(2), the interest director shall not participate in such meeting. And in our case both the director i.e Mr A & B are interested. So the question is:- i) How to draft resolution in this case and who will sign the resolution? ii) Please share the format for this kind of resolution
Thanks in advance
Ca sandeep sharma