Disclosure of director interest applies to meeting-determined and company-entered contracts; non-disclosure at the meeting or next meeting establishes an offence.

Director disclosure obligations under the Companies Act, 1913 require disclosure of a director's interest in contracts both when determined at a directors' meeting and when entered into on behalf of the company; the statutory text and the proviso for general notice indicate coverage beyond meeting-determined contracts. Where disclosure at the relevant meeting or at the first subsequent meeting is not proved, and no effective general notice is shown, the statutory duty remains unsatisfied and a statutory offence is established; undisclosed purchases from a firm in which the director was interested therefore supported conviction.

---

---

Issues: (i) Whether Section 91-A(2) of the Companies Act, 1913 is limited to contracts entered into at a meeting of the directors or also extends to contracts entered into by or on behalf of the company; (ii) Whether the purchases by a director from a firm in which he had an interest, without disclosure at the meeting or the first subsequent meeting, fall within Section 91-A(2) and sustain conviction under that provision.

Issue (i): Whether Section 91-A(2) applies only to contracts determined at a directors' meeting or also to contracts entered into on behalf of the company.

Analysis: The provision requires disclosure of a director's interest "at the meeting of the directors at which the contract or arrangement is determined on" where such interest then exists, and "or in any other case at the first meeting of the directors after the acquisition of his interest or the making of the contract or arrangement." The clause referring to disclosure "at the meeting... at which the contract or arrangement is determined on" naturally addresses contracts determined at meetings, but the phrase "or in any other case" and the reference to contracts "entered into by or on behalf of the company" indicate the section also contemplates contracts made on behalf of the company outside of meetings. Treating the latter phrase as surplus would render part of the provision meaningless; the proviso permitting a general notice for specified firms or companies further contemplates transactions not limited to meeting-determined contracts.

Conclusion: Section 91-A(2) extends to contracts entered into on behalf of the company as well as to contracts determined at a directors' meeting; disclosure obligations apply accordingly.

Issue (ii): Whether the undisclosed purchases by a director from a firm in which he had an interest, absent disclosure at the meeting or first subsequent meeting, constitute offences under Section 91-A(2).

Analysis: The facts show purchases by the director from a firm in which he had an interest after his appointment. Minutes and trial evidence did not prove disclosure at any directors' meeting; a purported letter of notice was not placed before the trial court and is not shown to have been read into the minutes. The proviso allowing general notice would have covered such recurring transactions but was not shown to have been relied upon. Where disclosure at the relevant meeting or at the first subsequent meeting is not proved, the statutory obligation remains unsatisfied.

Conclusion: The undisclosed purchases fell within Section 91-A(2) and supported the convictions; absence of proved meeting disclosure means the convictions cannot be set aside.

Final Conclusion: The interpretation of Section 91-A(2) as covering contracts entered on behalf of the company and requiring disclosure at the meeting or at the first subsequent meeting was adopted, and the rules challenging the convictions were discharged.

Ratio Decidendi: Section 91-A(2) of the Companies Act, 1913 requires disclosure of a director's interest in contracts whether determined at a directors' meeting or entered into on behalf of the company, and where no disclosure at the meeting or at the first subsequent meeting is proved, the statutory offence is established.

---