Geetha Gupta (Accountant) 21 May 2015
In veiw of the recent amendment to the CA2013, in the 1st week of May 2015, is it necessary to file MGT-14 for disclosure of director's interest and shareholding in Form MBP 1.
In the amendment, this is how this phrase appears :
disclosure of director’s interest and shareholding
Will it be okay then to get Form MBP1 from each director at the first board meeting for the year and keep it in safe custody in the company from this year onwards?
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CS Rahul Kabra (CS) 22 May 2015
|Originally posted by : Geetha Gupta|
According to Notification issued by MCA on 18th March, 2015, the Ministry has amended Rule 8 of Companies (Meetings of Board and its Powers Rules, 2014. As per this amendment item numbers 3,5,6,7,8 and 9 of the Rule has been omitted.
Item Number 5 deals with taking note of Disclosure of Interest and Shareholding of Director. Which is now omitted. According to Section 117 a company has to file MGT-14 for resolutions passed by Board of Directors of the Company under Section 179 and under Rule 8 of Companies (Meetings of Board and its Powers Rules, 2014. Thus a company need to file MGT-14 for Disclosure of Interest and Shareholding of Director. However it is advised that record of MBP-1 should be maintained by the company.
Also note that a Company is not required to file MGT-14 for Board Resolution approving Annual Financial Statements.
Thanks & regards,
CS Rahul Kabra.
Desai (CS) 22 May 2015
My interpretation on this would be :-
1) Section 179 (3) is the Board power that means , certain items needs to be routed through board and also by means of resolution.
2) Section 117 speaks aboout the resolution to be filed with ROC which covers section 179 (3)
now as per ROC Circular if the item no.5 from the rule is removed ( item 5 is under rule and rule is prescribed by section) than it means that items do not require board approval and board resolution .so there is no question of filing the mgt -14(resolution) .
The MBP -1 MUST BE TAKEN FROM THE DIRECTOR (as it is requirement of Section 184.)
Contrary view solicited
and also please suggesr on following :-
THERE IS STILL AMBIGUITY ON OMMISSION OF Item no.9 regarding RESULTS , as section 179 (3) (g) is not ommitteed so whether quarterly and yeraly RESULTS needs to be filed or not ??
*** THE TERM FINANCIAL STATEMENTS ARE IN CA-2013 AND RESULTS UNDER CLAUSE 41-LA-HENCE THE QUERY
Geetha Gupta (Accountant) 24 May 2015
Thanks Rahul Ji and Desai Ji, for your replies.
Rahul ji, I am quoting a line from your reply "Thus a company need to file MGT- 14 for Disclosure of Interest and shareholding of Director."
Whereas, according to Desai ji, it seems there is no need to file MGT-14 for the same.
Further, yes there is confusion about whether to file MGT-14 for financial statements or not.
P C Agrawal (Vice President (Corporate)) 24 May 2015
1) Company has to take MBP.1 from directors as usual which is mandatory u/s 184. However, Board resolution for noting the same need not be filed with ROC now in MGT.14 after the amendment.
2) Board resolution for approval of financial statements and directors' report still needs to be filed with ROC with MGT.14 since the same has not been omitted. What is omitted is resolution for approval of quarterly/half yearly financial results (which is required in listed companies).