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Issues:
1. Interpretation of Section 91-A of the Companies Act regarding disclosure of interest in contracts by directors. 2. Proof of contracts and awareness of the petitioner. 3. Disclosure of interest at the first meeting after transactions. 4. Application of Section 91-A to transactions with firms where directors have an interest. Analysis: 1. The judgment involves an application under Section 435 of the Criminal Procedure Code concerning the interpretation of Section 91-A of the Companies Act. The main argument revolves around whether the section applies only to contracts made at meetings of directors or also to contracts made on behalf of the company. The court held that the section covers contracts made on behalf of the company, and directors are required to disclose their interest in such contracts. The argument that the section is limited to contracts made at director meetings was rejected, emphasizing the broader scope of the provision. 2. In the case involving the petitioner as a managing director of a company, the court found that there was sufficient proof of contracts entered into with a publishing house where the petitioner had an interest. The court rejected arguments that there was no awareness of the contracts or that notice of interest was given at the first subsequent meeting. It was established that the petitioner failed to disclose his interest as required by Section 91-A, and the transactions were considered contracts under the provision. 3. The judgment also addressed the issue of disclosure of interest at the first meeting after transactions, emphasizing that such disclosure is mandatory under Section 91-A. The court dismissed claims that informal disclosure outside meetings sufficed, highlighting the importance of formal disclosure during director meetings. The absence of explicit findings in the meeting minutes regarding disclosure was considered a violation of the legal requirement. 4. Another case involved a partner of a printing business accepting orders from a company where he was a director without disclosing his interest. The court rejected the argument that Section 91-A only applied to transactions made at director meetings. It was clarified that the provision extends to transactions with firms where directors have an interest, emphasizing the obligation to disclose such connections. The court upheld the conviction and fine, reinforcing the application of Section 91-A to diverse transaction scenarios. This comprehensive analysis of the judgment highlights the key legal issues addressed by the court regarding the interpretation and application of Section 91-A of the Companies Act in cases involving directors' disclosure of interest in contracts.
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