Disclosure of interest by directors under ca, 2013

Ankurji, I agree with you.  I understand that in some  cases ROC has asked the company to attach MBP.1 and kept the form pending for resubmission.  Hence to be on safer side it would be advisable to voluntarily attach MBP.1 as optional attachment, though not mandatory as per law.

Dear Ankur Sir,

Kindly provide board resolution for Disclosure of interest by Director.

CS R. JALAJA

Dear All,

I give below a draft resolution which may be used with modification as deemed fit :

“RESOLVED THAT pursuant to the provisions of  Section 184 (1) of the Companies Act, 2013 read with rule 9(1) of  The Companies (Meetings of Board And its Powers) Rules,2014  the notices of  disclosure of interest or concern in Form MBP1 received from directors of the Company as placed before the meeting be and are hereby noted and taken on record by the Board.”

“RESOLVED THAT ABC, Managing Director be and is hereby authorized to digitally sign form  & declaration and submit Form MGT-14  with the Registrar of Companies, NCT of Delhi & Haryana .”

  “RESOLVED FURTHER THAT Mr. S. K. J, Practising Company Secretary be and is hereby authorized to certify  Form MGT 14 as above.”

Thank you...

Thanks Ankur for the information.

Dear All ,

Please clarify what should we do in case of General discolsures taken at the beingnning of every financial year do you think we should file the same with ROC as well or it should be filed only in case of specific disclsoure.

Because in general disclsoure we cover those disclosures also where person is only a director but does not hold more than 2% shares.

Regards

Jyotika

Thanks Sunil sir for sharing this useful resolution.

Further as per my understanding filing of form MBP1 along with form MGT14 is limited to General disclosure of Interest by the director on Annual basis.

There may be 1 question as far as specific disclosures are concerned. In case of specific disclosures w.r.t. a particular contract or arrangement “at a board meeting” do we need to file form MBP1 along with form MGT14?

As per my understanding specific disclosures w.r.t. a particular contract or arrangement are subject matter of on the spot disclosure and part of board minutes. Hence there reporting to ROC through filing of form MBP1 along with form MGT14 on each and every occasion calls of multiple filing of form MBP1 and form MGT14 throughout the year.

Kindly share your opinion.

Whether the director has to disclose shareholding where he/she has just ONE share in a company like Reliance Industries Ltd.?  If any clarification has come in this regard, please specify.

Whether the director has to disclose shareholding where he/she has purchased 100 more shares or sold 100 shares out of 1000 shares?

This declaration of interest is to be on which date? start of the Date or end of the date of Board meeting where there is a change??

As per my understanding exemption given in Section 184(5)(b) of CA 2013 w.r.t. disclosure by director is not required if director individually or in concert with others is holding less than 2% in other company, is limited to a specific contract or arrangement.

In other words for the purpose of general notice for disclosure of interest u/s 184(1), disclosure of shareholding is necessary. Further section 184(1) also specifically asked for disclosure of shareholding. 

Dear Ankur ,

please clarify how can we deny the requirement of the Act read along with rules whereby it states that we need to file resolution of board with regard to disclosure of Interest by director so how can we ignore filing the same. What to attach or not is different matter but as far as interest is disclosed and board has considered the same at board meeting hw can we avoid filing of form MGT 14  the same.

regards

Jyotika

As per rule 9 (1) 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 MBP 1. This is a general disclosure which was also there in CA 1956. To take note of this general disclosure board resolution is required to be passed under rule 8(5).

Further there is no doubt this general disclosure in MBP.1 is required to be reported to ROC, along with BR, through filing of form MGT.14 u/s 117(3) read with section 179(3)(k) and rule 8(5).

However, my doubt is w.r.t. recurring and on the spot disclosures regarding any contract and arrangement. For example board is discussing “X” contract in the board meeting as one of the agenda items and a director discloses his interest in that “X” contract at the board meeting.

Here, do we need to pass a separate board resolution in the middle of the meeting or disclosure of directors’ interest will be a part of commentary for resolution passed for “X” contract as we used to do in CA 1956? Kindly guide…

RESPECTED ALL MEMBERS,

1. WHERE THE DIRECTOR IS A PROPRITOR/OWNER OF PROP. FIRM THEN IS IT MANDATORY TO FILE THE FORM MBP-1 AS THERE IS NO DEALING BETWEEN COMPANY AND PROP. FIRM.

2. WHERE THE DORECTOR HAS NO INTEREST ANY WHERE THEN ALSO IS IT MANDATORY TO FILE THE FORM MBP-1

THE BARE LANG IS 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.  
 

HERE PROP. OR INDIVIDUAL NOT COVERED

Ankurji and P. C Agrawalsir,

I refer Sec. 184 of CA, 2013 and rule 9 of Companies (Meeting of Boards and its powers)rules, 2014. I have following queries regarding:

1. If any Director is not holding Directorship or partnership in any other Company or firm and if he is solely Director in one Company, then does he need to file his disclosure in MGT-14 form?

2. Further, as far as share holding concerned of any Director, what is to be disclosed? Share holding in other Companies in which he is holding directorship? or Share holding in any company irrespective of holding Directorship or not??

As per my understanding board need to take note either in the same resoluton or by next resolution that Mr. So n so has discolsed his interest in the contract entered/to be entered with the so n so company. Otherwise what purpose this requirement will serve.

Pls suggest

Please clarify, whether it is mandatory for a Resident/Non Resident Director to disclose his interest in Foreign Companies/Firms, etc. also?