Companies Act, 2017 — section 212

212. Declaring a director to be lacking fiduciary behaviour..—The Court may declare a director to be lacking fiduciary behaviour if he contravenes the provisions of section 205 or sub-section

(1)of section 206 or sections 207 or 208: Provided that before making a declaration the Court shall afford the director concerned an opportunity of showing cause against the proposed action. 213. Disclosure to members of directors’ interest in contract appointing chief executive or secretary.—(1) Every director of a company who is in any way, whether directly or indirectly, concerned or interested, in any appointment or contract for the appointment of a chief executive, whole time director or secretary of the company shall disclose the nature of his interest or concern at a meeting of the board in which such appointment or contract is to be approved and the interested director shall not participate or vote in the proceedings of the board.

(2)All contracts entered into by a company for the appointment of a chief executive, whole time director or secretary shall be kept at the registered office of the company.

(3)Every contract required to be kept under sub-section (2) must be open to inspection by any member of the company without charge.

(4)Any member of the company is entitled, on request and on payment of such fee as may be fixed by the company, to be provided with a copy of any such contract. The copy must be provided within seven days after the request is received by the company.

(5)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.