Pl.also suggest is it mandatory for the First Board meeting of this fin.year ?

can be it done in second board meeting ?

Pl.suggest

Originally posted by : Jyotika
	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

As per suggestion, in case of on the spot disclosure of interest by the director in a particular agenda, revised form MBP.1 is required to be collected from the concerned director at the end of board meeting and pass a board resolution for taking note of the same under residuary businesses…”Any other items with the permission of Chair”.

Point wise activity may be as follows:

1. On the spot disclosure of interest by the director w.r.t. “X” agenda item which is under discussion.
2. Board will immediately take note of the same and give exit to the concerned director for current discussion and also make it a part of commentary for “X” agenda.
3. At the end of board meeting revised form MBP.1 will be collected from the concerned director.
4. A separate board resolution will be passed to take note of the revised form MBP.1 under residuary businesses…”Any other items with the permission of Chair”.
5. Form MGT.14 will be filed accordingly with copy of BR and MBP.1

Kindly share your opinion.

Originally posted by : Mrs.n
	Pl.also suggest is it mandatory for the First Board meeting of this fin.year ? can be it done in second board meeting ?   Pl.suggest

Keeping in view old spirit of provisions related to disclosure of interest by directors, and going by the specific language of section 184(1) of the Companies Act 2013, it is to be done in the first meeting of board for financial year 2014-15.

Thanks

Originally posted by : Ekta
	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??

1. If he is also not a “shareholder” of any other company, then I think no need to disclose any interest because there is nothing to disclose.

2. As per my understanding of section 184(1), interest is required to be disclosed in from MBP.1 if he is a shareholder in other company, even if he is not holding directorship in that company. 

Thanks ankur sir for reply.

one more query

1) if director is holding shares in company A more than 2 % and in company B less than 2 % , in this case in -MBP-1 he has to disclose only holding of A OR of both A & B. ?

pl.suggest

Sir,  very thankful to you for your contribution in this disclosure thread at this only single thread have cleared the concept very nicely.

General discolsure u/s 184(1) by director is necessary In both cases, but if company is entering into contract or arrangement, disclosure of company A will only be necessary in the meeting in which contract or arrangement is discussed and such director shall not particpate at such meeting.

Originally posted by : Ankur Garg
	Originally posted by : Jyotika 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         As per suggestion, in case of on the spot disclosure of interest by the director in a particular agenda, revised form MBP.1 is required to be collected from the concerned director at the end of board meeting and pass a board resolution for taking note of the same under residuary businesses…”Any other items with the permission of Chair”.   Point wise activity may be as follows:   On the spot disclosure of interest by the director w.r.t. “X” agenda item which is under discussion. Board will immediately take note of the same and give exit to the concerned director for current discussion and also make it a part of commentary for “X” agenda. At the end of board meeting revised form MBP.1 will be collected from the concerned director. A separate board resolution will be passed to take note of the revised form MBP.1 under residuary businesses…”Any other items with the permission of Chair”. Form MGT.14 will be filed accordingly with copy of BR and MBP.1   Kindly share your opinion.

Agenda is well shared in advance so director is already aware about his interest. So he can place the same in the meeting itself. either it can be taken in the same resolution or the very next resolution. seems not a big d In any case the material matter of contract needs to be filed with ROC. I don't think director need not to leave the meeting . its just his vote will not be counted for that paticular resolution which can be specifically covered in minutes.

regards

Dear Ankurji

if a director is receiving remuneration from a company as per agreement made before March,14. Is he become interested if terms and condition will going to be changed?

And also whether he has to give MBP-1 in every financial year regarding receipt of remuneration?

Originally posted by : Mrs.n
	Thanks ankur sir for reply. one more query 1) if director is holding shares in company A more than 2 % and in company B less than 2 % , in this case in -MBP-1 he has to disclose only holding of A OR of both A & B. ? pl.suggest Sir,  very thankful to you for your contribution in this disclosure thread at this only single thread have cleared the concept very nicely.

Dear All ,

As  director will be counted as Interested if his shareholding either alone or along with any other director is  2% more in any other BC So it is suggested to get disclosure even for single share if he is having in any BC where he is director and it will be the responsiblty of the CS to consolidat and check for all the directors. how can a director get to know how much other director is holding in the other company.

please suggest if you form differnt understanding.

 Dear all ,

 I don’t think  director needs to disclose  the particulars of the company or BC in which he himself  together with any other directors holds two percent or less paid up capital.  Since the director is considered as interested  only if  he himself  together with any other directors holds two percent or more paid up capital .

 Now the question is  how the company/ other directors will get to know if director not disclose the shareholding (if its less than 2%),    its not at all related to the law.  There are so many other ways, directors can call each other or they can meet  up.  As the section attracts where holding is more than 2%.  Meaning of general disclosure is only limited to clubbing the holding of directors to know the fact if all of them are in aggregate holding more then 2%. Even in rule 16 (1) (a) of  Companies (Meetings of Board and its Powers) Rules, 2014,  the company is not required to  enter in the register  the particular of the company  or BC in which director  himself  or together with any other directors holds two percent or less paid up capital since it is of no use.

  Hence, if directors are ready to do the same by themselves (ensure that they together not holding more than 2%) no need to put the same in MBP 1 . In   many  cases directors do not want to disclose  the confidential information to  the company , ( now it is to the world ) if it’s nowhere required in the law .

Respected Mamners

Please clarify:

(1) if a person is holding only 10 shares (say) in a Company and is not a director in that Company, then also such shareholding disclosure are required to be made in MBP - 1?

(2) How to make the disclosure of the sharelolding of the Director of any Stock Broking Company, who purchase and sell shares on daily basis? 

Dear Ankur Sir, Kindly also clear, whether in FORM MBP - 1 we also need to take disclosure of interest of relatives as mentioned in section 2(77) :

for example: If daughter of any director is a director and shareholder in any other companies then in MBP 1 we also need to add name of that companies in which daughter of director is director/member, because daughter is a relative.

Please also confirm the same.

Thanks and Regards,

CS Deepesh Nayak

Form MBP.1 is required to be given by the Directors only.

Yes in your case Director should add the name of company, in his MBP.1, in which his daughter is Director and shareholder as in this company father director is having indirect interest.

This is my opinion.

Regards

Originally posted by : Deepesh Kumar Nayak
	Dear Ankur Sir, Kindly also clear, whether in FORM MBP - 1 we also need to take disclosure of interest of relatives as mentioned in section 2(77) :   for example: If daughter of any director is a director and shareholder in any other companies then in MBP 1 we also need to add name of that companies in which daughter of director is director/member, because daughter is a relative.   Please also confirm the same.   Thanks and Regards, CS Deepesh Nayak

Dear All,

In my opinion Form MBP 1 is relevant with section 184 which talks about disclsoure of director's concern or interest and no where relative is involved. So we should not mention details about relative in form MBP 1. Relative is ooncerned for related party transactions definetely there should be separate disclosure to understand that which is no where prescribed.

Please suggest if you think differently