Interested directors - Contracts in which directors are interested

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....act for the sale, purchase or supply of any goods, materials or services entered into by the company with a director of the company or his relative or a firm in which such a director or relative is a partner. The proviso to this sub‑section requires that in the case of a company having paid‑up share capital of not less than Rs. 1 crore, no such contract shall be entered into except wit....

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....s are agents or trustees and they stand in fiduciary position not only to the company but also to members and creditors. This position is not changed merely by entrusting them with additional responsibilities for managing the affairs or rendering of services of a professional nature though they are remunerated for those services in accordance with the articles of association of the company subject....