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of <h1>Directors' shareholding and conflict disclosures in company contracts: non-participation required; breaches trigger ?1 lakh penalty and voidable deals.</h1> Directors must disclose their concern or interest, including shareholding, in other companies, bodies corporate, firms, or associations at the first Board meeting they attend, at the first Board meeting of each financial year, and at the first Board meeting after any change in earlier disclosures, in the prescribed manner; non-compliance attracts a penalty of one lakh rupees. Where a director is directly or indirectly concerned or interested in a contract or arrangement (including with a body corporate in which the director holds more than 2% shareholding or is a promoter/manager/CEO, or with a firm/entity in which the director is a partner/owner/member), the director must disclose the nature of interest at the meeting where it is discussed and must not participate; breach makes the contract or arrangement voidable at the company's option and attracts the same penalty. Exceptions preserve other legal restrictions and exclude specified low-shareholding inter-corporate arrangements.
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