Disclosure of interest by director
This query is : Resolved
17 July 2014
Can any body help me in getting the format of resolution for disclosing the interest by director which is to be filed after the 1st board meeting of a company in a new financial year as per new company act 2013
17 July 2014
SAMPLE BOARD RESOLUTION FOR DISCLOSURE OF INTEREST BY DIRECTORS UNDER SECTION 184 OF THE COMPANIES ACT, 2013
Chairman informed the Board that pursuant to Section 184(1) of the Companies Act, 2013, it is necessary for the board members to disclose their concern or interest, in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in form MBP.1 at the first Board Meeting in every financial year. He further informed the Board that as per section 117(3) read with Section 179(3) of the Companies Act, 2013 and Rules made there under, the resolution passed to take note of the said form MBP.1 towards disclosure of interest by the directors is to be filed with concerned Registrar in E-form MGT.14.
The notice of disclosure of interest in prescribed form MBP.1 as received from Directors was placed before the meeting. The Board discussed the matter and passed the following resolution:
“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.”
Chairman informed the Board that pursuant to Section 184(1) of the Companies Act, 2013, it is necessary for the board members to disclose their concern or interest, in any company or companies or bodies corporate, firms, or other association of individuals which shall include the shareholding, in form MBP.1 at the first Board Meeting in every financial year. He further informed the Board that as per section 117(3) read with Section 179(3) of the Companies Act, 2013 and Rules made there under, the resolution passed to take note of the said form MBP.1 towards disclosure of interest by the directors is to be filed with concerned Registrar in E-form MGT.14.
The notice of disclosure of interest in prescribed form MBP.1 as received from Directors was placed before the meeting. The Board discussed the matter and passed the following resolution:
“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.”
17 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
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
17 July 2014
Thank U very much Mr. Garg.
My another query
This MGT 1 is to be filed by Pvt. Ltd. companies also ?
My another query
This MGT 1 is to be filed by Pvt. Ltd. companies also ?
17 July 2014
Thank U very much Mr. Garg.
My another query
This MGT 14 is to be filed by Pvt. Ltd. companies also ?
My another query
This MGT 14 is to be filed by Pvt. Ltd. companies also ?
18 July 2014
Yes, MGT-14 is required to be filed by both the Companies (pvt. & public.)for certain types of resolutions.
18 July 2014
Agree with learned expert. Form MGT.14 is to be filed by both Public and Private Companies without any distinction. Please refer my article on form MGT.14 available at the link below:
https://www.caclubindia.com/articles/list-of-resolutions-to-be-filed-with-roc-in-form-mgt-14-20664.asp#.U8O57KM27cs
https://www.caclubindia.com/articles/list-of-resolutions-to-be-filed-with-roc-in-form-mgt-14-20664.asp#.U8O57KM27cs
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