Sec 299 vis Sec 184

[Mohammad Khalid]

Dear Members,

According to Section 184 of the Companies Act 2013 read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014, every director is required to 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 MBP-1. 

and further according to Section 117(3) (g) of the Act resolutions passed in the sub section (3) of section 179 shall be filed with Registrar within 30 days of passing the resolution in Form MGT -14.

Now if all the directors of the Co. have given their consent pursuant to section 299 of Companies Act, 1956 i.e. Form 24AA for the FY 2014-15 before 31.03.2014. weather again their consent in Form MBP-1 is required. 

Its creating confusion because Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or 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.

For the FY-2014-15 first BM will be due in the quarter April-June.

Kindly guide on the above position.

Regards,

Mohammad khalid

[Mirza Mohammed Ali Baig]

I do have the same query,

Learned members pls share!

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Mirza Mohammed Ali Baig

[CS Riyanka Jain]

In my views, yes, the disclosure is again required to be taken from Directors.

Further, please refer the following article shared by one of our learned member, in this regard, thereby the disclosures need to be submitted to MCA also, within 30 days:

Filing of disclosure of directors with MCA

Note on Annual Disclosure in terms of Section 184 of the Act and filing it with the Registrar of Companies.

Section 184 of the Companies Act 2013 read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014 prescribes as under:

184. (1) Every director shall at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year or 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.

Rule 9. Disclosures by a director of his interest.- (1) 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 MBP 1.

(2) It shall be the duty of the director giving notice of interest to cause it to be disclosed at the meeting held immediately after the date of the notice.

(3) All notices shall be kept at the registered office and such notices shall be preserved for a period of eight years from the end of the financial year to which it relates and shall be kept in the custody of the company secretary of the company or any other person authorized by the Board for the purpose.

Further Section 179(3) read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 prescribes as under:

179 (3) The Board of Directors of a company shall exercise the following powers on behalf of the company by means of resolutions passed at meetings of the Board, namely:—

(a) to make calls on shareholders in respect of money unpaid on their shares;

(b) to authorise buy-back of securities under section 68;

(c) to issue securities, including debentures, whether in or outside India;

(d) to borrow monies;

(e) to invest the funds of the company;

(f) to grant loans or give guarantee or provide security in respect of loans;

(g) to approve financial statement and the Board’s report;

(h) to diversify the business of the company;

(i) to approve amalgamation, merger or reconstruction;

(j) to take over a company or acquire a controlling or substantial stake in another company;

(k) any other matter which may be prescribed:

 Rule 8. Powers of Board.- In addition to the powers specified under sub-section (3) of section 179 of the Act, the following powers shall also be exercised by the Board of Directors only by means of resolutions passed at meetings of the Board.-

 (1) to make political contributions;

(2) to appoint or remove key managerial personnel (KMP);

(3) to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;

(4) to appoint internal auditors and secretarial auditor;

(5) to take note of the disclosure of director’s interest and shareholding;

(6) to buy, sell investments held by the company (other than trade investments), constituting five percent or more of the paid up share capital and free reserves of the investee company;

(7) to invite or accept or renew public deposits and related matters;

(8) to review or change the terms and conditions of public deposit;

(9) to approve quarterly, half yearly and annual financial statements or financial results as the case may be.

 Section 117 (3) of the Act prescribes as under:-

 117 (3) The provisions of this section shall apply to—

(a) special resolutions;

(b) resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless they had been passed as special resolutions;

(c) any resolution of the Board of Directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;

(d) resolutions or agreements which have been agreed to by any class of members but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by a specified majority or otherwise in some particular manner; and all resolutions or agreements which effectively bind such class of members though not agreed to by all those members;

(e) resolutions passed by a company according consent to the exercise by its Board of Directors of any of the powers under clause (a) and clause (c) of sub-section (1) of section 180;

(f) resolutions requiring a company to be wound up voluntarily passed in pursuance of section 304;

(g) resolutions passed in pursuance of sub-section (3) of section 179; and

(h) any other resolution or agreement as may be prescribed and placed in the public domain.

In view of the foregoing provisions, we have to file the certified copy of the resolution passed for taking on record the disclosures of directors’ interest alongwith copy of the disclosure received from the directors.

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Riyanka Jain

Company Secretary & Compliance Officer

New Delhi

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[Simranjeet Singh]

the Section reads as at the first meeting of the Board in every financial year or whenever there is any change in the disclosures already made... if there is no change in disclosures then in my view it need not be given again in this FY as disclosure given on 31st march 2014 will suffice for next FY based on the law prevalent i.e before this section come into force..

 Thanks & Regards

 ACS Simranjeet Singh

 

 Take RISKS in your LIFE. If you WIN, you can LEAD! If you LOSE, You can  GUIDE! 

 

[CS Riyanka Jain]

Disclosures already made under CA, 2013 only, not referring the previous CA, 1956 as the details under the new disclosure has also been changed.

So, for proper compliance, fresh disclosures should be submitted, so that, if, we will see, our documents after 10 years, then, it will justify the effective compliance requirements!

Others views solicited.

Regards,

[Deepesh Nayak]

You are right mam, but if we have already gotten disclosures before 31.03.2014 for FY 2014-15 then still we will have to take it in new form and if yes then why.??

I think no. However, if we are getting it on or after 01.04.2014 then all new relevant provisions of NCA will be applied.

Thanking you,

*CS Deepesh Kumar Nayak*
 Company Secretary

 *Mob. 097134-80215*
*csdeepe...@gmail.com*

[BINDU MADHAVA]

MGT.14 needs to be submitted for noting of disclosure of interest.

Whether it may be under ca 1956 or under ca 2013

As per SEBI Circular relates to amendment in clause 49(I)(D)(2), Director of listed company needs to disclose his interest in committees also and the same needs to be noted by the Board.

regards
Bindu Madhava K G

[sid]

Is the form MBP-1 submitted by all directors have to be attached with form filed with RoC or only the copy of resolution of BoD.?

[CS Chandru]

Dear All,

 

With referance to above coversations and certain questions arisen on disclosures by Director and reporting to MCA under New Act, i have following views -

 

1. Any act done during the force of Act 1956 provisions are valid and shall be deemed to be sufficient compainces under New Act as well. Hence the disclosures already made by Directors in Form 24AA during Mar 2014 which are valid till the end of Mar 2015 and MBP-1 shall be necessary only from next F yr

 

2. Regarding reporting to MCA of Directors disclosures- the governing Section 117 clearly requires only 'Resolutions and Agreements' to file with ROC. Hence only the CTC of Board resolution passed to take on record the Directors Annual disclosures (i.e Form 24AA given under Act 1956 for this year) only have to be filed with ROC and MBP-1 need not to.

 

 

 

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Thanks & Regards

CS Chandrashekhar

+91 9743148312

 

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[Mirza Mohammed Ali Baig]

i completely agree with Mr. Chandru.

Mirza Mohammed Ali Baig

[Miss Shanu Bhandari]

Are there any penal provisions if not able to do in 30 days?