Thanks ankur sir, i also have the same view, we should also take the detail of their relatives also anywhere they are concern or interest.

And jyotika mam your views are also logical and i think we can use this format for that related parties transactions.

CS Deepesh Nayak

In Private Limited company, wehre both directors are relative (say husband and wife) and also share holder of the company (each individual holds 50% share).

Both directors are also director and shareholder in another private limited company ( in the same manner).

Now both directors have to file notice in MBP-1 in both companies disclosing their respective interest in another company.

My query in this regard is as that "How the board meeting will be held to take note of director's interest in company, as for passing of the resolution both directors will be considered as interested? Hence quorum could not be formed?

Kindly suggest.

Dear Sir,

I request you to kindly clarify where it is mentioend that the Intrest of Directors or Directors Disclosures are required to be Filed with ROC. As I am not able to get that.

Many thanks

Originally posted by : Balaji
	Dear Sir, I request you to kindly clarify where it is mentioend that the Intrest of Directors or Directors Disclosures are required to be Filed with ROC. As I am not able to get that.   Many thanks

Dear Sir,

Please find below relevant information:

Disclosure of Interest by Directors under CA, 2013

As per section 184(1) of Companies Act, Every director shall:

1. At the first meeting of the Board in which he participates as a director; and thereafter
2. At the first meeting of the Board in every financial year or
3. 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 a matter of discussion that whether 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.

Hope the above info would be of some help.

Thanks

CS Ankur Garg

Dear Sir,

Dear Balaji, Yes you are right that nowhere in the law it has mentioned that the disclosure of directors shall need to be filed with Form MGT 14.

But we should keep ready Form MBP 1 for filing with the ROC as in one case the ROC has demanded for filing Form MBP 1 with Form MGT 14 (in resubmission case)

This happend with one of my friends company.

Deepesh

Dear Sir,

As you are aware the requirement of filing of copy of board resolution for taking note of disclosure of interest through form MGT.14 is very much there. As far as the requirement of attaching form MBP.1 with MGT.14 is concerned different professionals taking different views and adopting different practices.

However, as per my understanding and as per opinion of few learned friends, in some cases ROC has asked the company to attach MBP.1 and kept form MGT.14 pending for resubmission. Hence to be on safer side it would be advisable to voluntarily attach MBP.1 as an optional attachment, though not mandatory as per law.

Thanks

Please help with regard to interest of director in another body corporate. Mr. ABC is a director of Co. A. His position with regards to compnay B is as per table below. Please comment on his interest in company B, whether he is interested or not.

Directors disclosure of interest apropos shareholding in the other company has to be made where he directly or indirectly holds more than 2% of the paid-up share capital in the other company.

Section 184(5)(b) states "Nothing in this Section shall apply..." this has to be read considering entire section in toto.

members vies are solicited. 

As per my understanding even if Director holds 1 share of any company he has to disclose the same through MBP.1 keeping in view straight language of Section 184(1). It is well established fact that disclosure of interest on the part of director includes disclosure of direct as well as indirect interest.

Exception created by Section 184(5)(b) does not affect the general nature of Interest to be disclosed in the beginning of the financial year under sub section (1). Members who think if shareholding is less than 2%, then no disclosure required u/s 184(1) are misinterpreting the provision. Section 184(1) is an independent section and simply talks about shareholding interest without putting any limit.

Further we can surely wait for the opinion of learned members in this regard.

Thanks

Ankur Sir, but then Directors may end up disclosing 100 companies wherein they hold even 1 share.

Also, i think important is intent of law maker, disclosing shareholding which is not substantive in nature will any have no essence (i may be wrong here).

Therefore, i beleive sub clause 5(b) to be read in conjunction with sub clause (1) & (2).

It would be higly appreciated if other members can through some light and clear the air.

Thank you Ankur sir for your valuable feedback.

Ankur Sir, but then Directors may end up disclosing 100 companies wherein they hold even 1 share.

Also, i think important is intent of law maker, disclosing shareholding which is not substantive in nature will any have no essence (i may be wrong here).

Therefore, i beleive sub clause 5(b) to be read in conjunction with sub clause (1) & (2).

It would be higly appreciated if other members can through some light and clear the air.

Thank you Ankur sir for your valuable feedback.

Ankur Sir, but then Directors may end up disclosing 100 companies wherein they hold even 1 share.

Also, i think important is intent of law maker, disclosing shareholding which is not substantive in nature will any have no essence (i may be wrong here).

Therefore, i beleive sub clause 5(b) to be read in conjunction with sub clause (1) & (2).

It would be higly appreciated if other members can through some light and clear the air.

Thank you Ankur sir for your valuable feedback.

Hi,

Can anyone let me know, what should be the signing date of MBP-1. If it is to be first BM date of FY then in that case for the Directors who are not present in the meeting, what should be the date & place of MBP-1 for those Directors ?

Also, just to clarify MBP-1 & DIR-8 are for only Directors & not for KMP (CFO/CS) ?

Thanks,

Disclosure u/s 184(1) is a general disclosure and need to be given where director concerned is even shareholder of 100 companies. Form MBP-1 is prescribed form for this purpose.

The director have to disclose the nature of concern/interest u/s 184(2) if company is entering into contract or arrangement or proposing to enter contract or arrangement with a body corporate in which such director (singly or jointly) holds more than 2% of shareholding of that body corporate or is a promoter/manager/CEO of that body corporate; or a firm or other entity in which such director is a partner/owner/member. The nature of concern or interest can be direct as well as indirect. Note, that no form has been prescribed for such disclosure. It has to be given at the Board meeting in which such contract or arrangement is discussed and the director concerned shall not participate at such meeting. Note that 2% exemption clause given u/s 184(5) is for this disclosure, i.e., Section 184(2) and not section 184(1).

The register maintained for such purpose, i.e., MBP-4 contains the details of both sub-sections, i.e  (A.) Contract or agreement in which any director is concerned or interested u/s 184(2) and (B.) Name of the bodies corporate, firms or other association of individuals as mentioned under sub-section (1) of section 184, in which any director is having any concern or interest.

Will request Ankur bhaiya to suggest any cut-off date for giving disclosure of concern/interest u/s 184(1). I mean what will be the cut-off date for giving such disclosure. Can it be assumed as 31st March or it will be the date of sending notice of Board Meeting ?