Zed Technologies Limited is a public company having an authorised share capital of 10 crore and a paid-up share capital of 5 crore, divided into 50…

CA Intermediate · Corporate and Other Laws · PYQS · May 2026
Zed Technologies Limited is a public company having an authorised share capital of 10 crore and a paid-up share capital of 5 crore, divided into 50 lakh equity shares of 10 each. The company has 2,300 equity shareholders, each holding equal voting rights. At a meeting of the Board of Directors held on 1st June, 2024, the Board resolved to convene the Annual General Meeting (AGM) of the company on 25th June, 2024 at 11:00 a.m. at the registered office of the company. Pursuant to the Board resolution, the company sent the notice of AGM on 3rd June, 2024 to all members, directors and auditors through electronic mode. The notice stated the day, date, time and place of the meeting and the business to be transacted. The subject line of the e-mail mentioned the name of the company, type of meeting, place and date of the meeting. The notice was also placed on the website of the company. The agenda of the AGM consisted of ordinary business and a special business relating to approval of a related party transaction with Alpha Systems Private Limited. One of the directors of Zed Technologies Limited held 1,50,000 equity shares of 10 each in Alpha Systems Private Limited, whose paid-up share capital was 5 crore (50,00,000) equity shares of 10 each.
(A) The company was not required to provide a separate explanatory statement since the issue will anyhow be discussed in the Annual General Meeting.
(B) No disclosure by way of a statement under Section 102(2) is required as the director's shareholding is less than the specified percentage of shares needed for such disclosure.
(C) Disclosure by way of an explanatory statement under Section 102(2) is mandatory as the director holds more than the specified percentage of shares needed for such disclosure.
(D) Disclosure is necessary only if the interested director voted at the AGM on the specified business.

Suggested Answer and Working Notes:

Correct Answer: Option (C)

Disclosure by way of an explanatory statement under Section 102(2) is mandatory as the director holds more than the specified percentage of shares needed for such disclosure.

Topics: The Foreign Exchange Management Act, 1999, Management & Administration

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