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Filing mgt-14 for form mbp 1 for this year

Geetha Gupta (Accountant) (325 Points)

21 May 2015

HI all,

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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9 Replies

CS Rahul Kabra (CS) (141 Points)
Replied 22 May 2015

Originally posted by : Geetha Gupta

Hello Geetha,

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.

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Desai (CS) (329 Points)
Replied 22 May 2015

Hello

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) (325 Points)
Replied 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.

Please clarify.

Further, yes there is confusion about whether to file MGT-14 for financial statements or not.

Regards,

Geetha

CS Rahul Kabra (CS) (141 Points)
Replied 24 May 2015

Ohhh sorry my bad, I was trying to say thus a company need not to file form MGT-14 fpr disclosure of interest and shareholding of director.

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 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).

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Geetha Gupta (Accountant) (325 Points)
Replied 24 May 2015

Rahul ji,

Thanks again for this clarification.

=======

Aggarwal ji,

Thanks for your detailed reply about finaicial statements and MGT-14

Regards,

Geetha