Section 209 — Register of contracts or arrangements in which directors are interested
Statute text
(1) Every company shall keep one or more registers giving separately
the particulars of all contracts or arrangements, in such manner and containing such
particulars as may be specified by the Commission.
(2) Every director shall, within a period of thirty days of his
appointment, or relinquishment of his office, as the case may be, disclose to the
company the particulars relating to his concern or interest in the other associations
which are required to be included in the register under sub-section (1) or such other
information relating to himself as may be specified.
(3) The register referred to in sub -section (1) shall be kept at the
registered office of the company and it shall be open for inspection at such of fice
during business hours and
extracts may be taken therefrom, and copies thereof as
may be required by any member of the company shall be furnished by the company
to such extent, in such manner, and on payment of such fees as may be specified.
(4) The register to be kept under this section shall also be produced at
the commencement of every annual general meeting of the company and shall
remain open and accessible during the continuance of the meeting to any person
having the right to attend the meeting.
(5) Nothing contained in sub -section (1) shall apply to any contract or
arrangement—
(a) for the sale, purchase or supply of any goods, materials or services
if the value of such goods and materials or the cost of such services
does not exceed five hun dred thousand rupees in the aggregate in
any year; or
(b) by a banking company for the collection of bills in the ordinary
course of its business.
(6) Any contravention or default in complying with requirements under
this section shall be an offence liable to a penalty of level 1 on the standard scale.
SECP updates linked to this section
The circulars, S.R.O.s, and notifications that shaped this section over time.
Sets minimum content for a company's related-party-transaction policy, defines the "arm's length" test, prescribes board approval requirements and the information directors must receive before approving a related-party transaction, and requires a permanent register (Annexure I) of contracts/arrangements with related parties or in which directors are interested, plus a standard director's notice-of-interest form (Annexure II). Regulation 7 (the register requirement) took effect from 1 January 2019, later than the rest of the Regulations.