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Notice of interest of directors

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24 July 2014 Dear Sir,

I could not understand that why and under which section , notice of Interest of Directors is required to file with ROC.

and if yes, please provide proforma

Brijesh

24 July 2014 Provision of Section 184 of the Companies Act, 2013 stipulates that every Director of a Company (both Public and Private)shall disclose their interest or concern in third party. The purpose is to ensure that the Company, before entering into a contract or arrangement with such third party be informed to take fair decisions in order to protect its own interest and comply with the law. Disclosure to be made in Form MBP- 1

24 July 2014 'Third party' in the above reply means company, body corporate, firm and body of individuals.




24 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

24 July 2014 Resolution for taking note of Disclosure of Interest by Directors u/s 184

“RESOLVED THAT pursuant to Section 184 (1) of the Companies Act, 2013 read with Rule 9 (1) of the Companies (Meetings of Board and its Powers) Rules, 2014, and other applicable provisions of Companies Act, 2013, the general notice of disclosure of interest or concern in Form MBP.1 received from Mr. ………., Mr. ……., Mr. ………, Directors of the company, as placed before the meeting, be and are hereby noted and taken on record by the Board.

RESOLVED FURTHER THAT Mr. Mukesh Gupta, Managing Director of the Company, be and is hereby authorized to make necessary entries in the Registrar maintained for the purpose and to digitally sign and file E-form MGT.14 with the Registrar of Companies, NCT of Delhi and Haryana.

FURTHER RESOLVED THAT Mr. Mohan Verma, Practicing Company Secretary, New Delhi be and is hereby authorized to certify and file Form MGT.14 with Registrar of Companies, NCT of Delhi and Haryana and to do such acts, deeds and things as may be considered necessary and appropriate to give effect to the above resolution.”

Hope the same would be of some help.


Thanks

24 July 2014 Sir, The Confusion is that Whether I am required to attach Form MBP-1 with E-Form

24 July 2014 Yes. You have to attach form MBP.1 with form MGT.14 along with board resolution. There is no doubt about that as ROC is demanding the form MBP.1 with MGT.14.


Thanks



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