Disclosure by directors

Disclosure by directors

(1) A director shall, no later than seven days after assuming the office of director, disclose in writing to the company the following matters:

• (a) If he/she or his/her close relative has direct involvement or any kind of personal interest in any kind of sale and purchase or other kinds of contract related to the transactions of the company;

Explanation: For the purposes of this Clause, “direct involvement” means and includes a situation where the director or his/her close relative is a promoter of or holds more than ten percent shares of a company or private firm or partnership firm or a director of a company involved in such transaction.

• (b) If he/she has any kind of interest in the appointment of the managing director, company secretary, officer of the company;

• (c) If he/she is a director of any other company;

• (d) If he/she has made any dealing in the shares or debentures of the company or of its holding or subsidiary company, about matters of such dealing.

(2) In making disclosure pursuant to Sub-section(1), a copy of the written agreement, if any, concluded between the company and the director or his/she close relative shall be submitted, and failing such agreement, substantial and necessary matters concerning the transaction or interest or involvement shall be set out.

(3) The company shall submit to the Office the information as referred to in Sub-section (1) within seven days of the receipt of such information; and upon receipt of such information, the Office shall record the same in a separate register maintained for this purpose.

(4) If any director has an interest directly or indirectly linked to any kind of contract, lease, transaction or agreement entered or to be entered with the concerned company or its subsidiary company or comes to his/her knowledge that such interest will be so linked, that director shall disclose that matter to the company promptly, setting out the extent and kind of such interest.

(5) If any director gives written information to the company that he is considered to have his personal interest in a transaction with any certain person, that director shall be deemed to have disclosed his/her personal interest in any transaction or contract to be done or made with such person.