Sunita M G (B.Com) (28 Points)
15 July 2015Dear Sir/madam
A new director is appointed in private limited company, and new shares are issued to him, is it necessary to file form MGT-14 or MBP-1.
if it not compulsary to file MGT-14 whether we have to pass resolution or not. And which resolution shuold be paased.
sagar batra
(xxx)
(56 Points)
Replied 15 July 2015
hey there ,
MBP 1 being declaration for interest in other entities is required to be filed by directors to company on appointment and everytime there's a change in status
DIR 12 is to be filed to ROC on appointment.
as there is no requirement of qualification shares in companies ACT 2013, if shares are given to directors then either its private placement under sec 42 or preferrential allotment under sec 62(1)(c), both of which requires special resolution hence as per section 117, MGT 14 is to be filed to ROC.
thanks
Madhuri Soni
(CS)
(21 Points)
Replied 19 July 2015
prakash
(Company Secretary)
(1352 Points)
Replied 19 July 2015
Hai Sunitha,
As per section 184 of the Companies Act, 2013, Every Director shall at first meeting of the Board in which he participates as a director disclose his concern or interest in any company or companies or bodies corporate, firms or other asociation of individuals which shall include shareholding by giving notice in MBP-1.
Hence Director has to disclose his interest in MBP-1 at first meeting of board in which he participates as a director and board has to take note of it but filing of MGT-14 under section 117 (3) is exempted for private limited companies.
Pratik Shah
(Practising Company Secretary)
(4432 Points)
Replied 20 July 2015
I agree with Madhuri. Filing MGT-14 for board resolution for taking note of MBP-1 was exempted w.e.f. 18th March, 2015 for every company (not just private companies).
prakash
(Company Secretary)
(1352 Points)
Replied 21 July 2015
Dear Shah,
There was no circular and notification dated 18th March, 2015 but private limited companies are exempted in filing of resolution passed in pursuance of sub-section (3) of section 179 by Notification dated 05.06.2015 at point no 8.(Chapter VII, Clause (g) of sub section (3) of Section 117 shall not be applicable to private limited company under heading of notification "Exemption to Private Limited Companies".)
Pratik Shah
(Practising Company Secretary)
(4432 Points)
Replied 21 July 2015
Hi Mr. Prakash,
There was a notification dated 18th March, 2015 (an amendment to Rules).
In Rule 8 of this rule, item number (3),(5),(6),(7) and (9) shall be omitted.
Now if these points were no longer the part of such Rule which is corresponding to Section 179(3), there was no need to file Form MGT-14 for such items.
Plz find the link of such notification.
https://mca.gov.in/Ministry/pdf/Chapter12_Rules_19032015.pdf
I hope this clarifies.
ACS Anjali Jain
(SERVICE - CS)
(472 Points)
Replied 21 July 2015
date of notiofication is 19.03.2015
prakash
(Company Secretary)
(1352 Points)
Replied 21 July 2015
Dear Shah,
I have gone through The Companies (Meeting of Board and Its Powers) Amended Rules 2015 dated 18.03.2015 and realised that In rule 8 item no 3, 5, 6, 7, 8 and 9 has been omitted, hence i agree with you that company need not to file MGT-14 for taking note of disclosure of directors interest.
Geetha Gupta
(Accountant)
(325 Points)
Replied 01 March 2016
Hi all,
What about MGT -14 for director's appointment?
It was required before but due to the exemptions in the above mentioned circular, private limited companies do not have to file MGT-14 for director's appointment.
Please clarify.
Regards,
Geetha
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 11 March 2016
Hello Geetha,
For appointment of director in a Pvt Comany. U need to file only one form DIR-12 within 30 days from the date of passing board resolution with following as attachments:-
1. True extract of board resolution
2. Consent Letter of director in form dir-2
3. Letter of appointment by coompany
4. Address Proof
5. Identity Proof
6. Interest in other entities, if any
Item Nos 4 and 5 are part of DIR-2
Regards,
Arjun Rajagopal
Geetha Gupta
(Accountant)
(325 Points)
Replied 15 March 2016
Dear Arjun,
Thanks for this clarification on requirement of MGT-14 for MBP1.
You also have to file DIR-8 as an attachment in DIR-12 for appointment of director along with the above.
Regards,
Geetha
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 15 March 2016
Hi Geetha,
DIR-8 is not mandatory attachment. But as a good practice, DIR-8 may be attached.
Regards,
Arjun Rajagopal
Geetha Gupta
(Accountant)
(325 Points)
Replied 16 March 2016
Dear Arjun,
Thank you once again
Regards,
Geetha
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