Mbp_1

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

22 July 2014

Section 1793(3) says that its board's to take note of the disclosure of the Directors interest and shreholding in MBP-1, nowhere is mentioned,company need to file mgt-14 for MBP-1,

How to interpret that section...

Please Guide me

Ankur Garg

Ankur Garg (Expert)
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22 July 2014 Disclosure of Interest by Directors under CA, 2013

As per section 184(1) of Companies Act, Every director shall:

(i.) At the first meeting of the Board in which he participates as a director; and thereafter
(ii.) At the first meeting of the Board in every financial year or
(iii.) Whenever there is any change in the disclosures already made, then at the first Board meeting held after such change,

disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in such manner as may be prescribed.

Form MBP.1
As per section 184(1) read with rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014, Every director shall disclose his concern or interest in any company or companies or bodies corporate (including shareholding interest), firms or other association of individuals, by giving a notice in writing in Form No. MBP 1.

Requirement of filing form MGT.14 for disclosure of interest by Director

As per Section 117(1), certain resolutions and agreements as required by section 117(3) are required to be submitted with ROC through filing form MGT.14. Section 117(3) also refers matter given in section 179(3) are also required to be reported via MGT.14.

As per section 179(3)(k) read with rule 8(5) of Companies (Meetings of Board and its Powers) Rules, 2014, taking note of the disclosure of director’s interest and shareholding shall be done by the Board only by means of resolutions passed at meetings of the Board. Hence it is duty of the company to pass board resolution to take note of disclosure of interest by Director and file a copy of that board resolution in MGT.14. within 30 days of passing board resolution.

Now it is almost established that form MBP.1 regarding disclosure of director’s interest is also required to be attached through form MGT.14 along with copy of resolution passed u/s 184(1). As per my opinion there is no harm in attaching form MBP.1 with MGT.14 along with copy of board resolution though there is no compulsion as far as language of form MGT.14 is concerned.

Thanks

Querist : Anonymous

Querist : Anonymous (Querist)

25 July 2014 Thank u sir for valuable information.

one more thing sir, in small company, company ca hold 2 board mmetings in year i.e every six month, does the cbove pdovisions applicable to small company, how to interpret above provisions in small company way.

Ankur Garg

Ankur Garg (Expert)
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25 July 2014 As per section 173(5), a small company shall be deemed to have complied with the provisions regarding minimum number of meetings in a FY, if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days.

Thanks