Filing of disclosure of directors with MCA

[Kasturi Prasad]

Dear All,

Please find below a beautiful article on the subject.  Thanks to the friend who has written this article.  Sharing this for the benefit of the group.

Regards,

Kasturi Prasad

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.

 

[CS Riyanka Jain]

Really useful one!

Thank you for sharing!

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Riyanka Jain

Company Secretary & Compliance Officer

New Delhi

“Appreciation can make a day – even change a life” 

 

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Thank you

[ankit vageriya]

Dear Sir, 

Thanks for Sharing useful article. 

Regards 

Ankit Vageriya ( Company Secretary)                                                          

Mobile: +91-9327610869                     

 Email : ankit@polylinkpolymers.com

POLYLINK POLYMERS ( I ) LTD
506, Saffron Building, Nr. Centre Point, 
Ambawadi, Ahmedabad-380006
( Tel : +91 79 26565200/26427800 
7  Fax : +91 79 26421864
" www.polylinkpolymers.com

On Fri, Apr 18, 2014 at 4:48 PM, Kasturi Prasad <cskastur...@gmail.com> wrote:

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[kandala paritosh]

good evening to one and  all

can anybody  disclose the procedure of dissolution of partnership firm .

[Akansha Gupta]

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[Kamesh]

Section 117(3)(g) says only the resolutions passed in pursuance of sub-section (3) of section 179.  It does not say the resolutions passed as per Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014.  Hence filing of disclosure of directors with MCA will not arise.

Please correct if I am wrong.

Members views solicited....

Regards,

Kamesh  

[CS Chandru]

Hi,

 

Thanks for sharing this.

 

Section 117(3)(g) cover all the resolutions passed u/s 179 (3) including Clause (k) any other matter as may be prescribed  which are prescribed under Rule 8 of the Companies (Meetings of Board and Its Powers) 2014. Hence it is rightly pointed out by the article that CTC of  Board resolution passed for taking on record the directors disclosures be filed with ROC thru prescribed form.

Thanks & Regards

CS Chandrashekhar

+91 9743148312

 

Go GREEN...please consider environmental responsibility before printing this e-mail

[Mohit Mahana]

Dear Kamesh,

But if we read Section 179 (3)(k) of the NCA 2013, it read as 'any other matter which may be prescribed' and the matters has been prescribed in the Rules.

For that reason w I think we have file form MBP1.

Regards,

CS Mohit Mahana

On Sat, Apr 19, 2014 at 10:54 AM, Kamesh <kames...@gmail.com> wrote:

[nikit kumar]

Dear Sir,
But I also the same view, the resolution passed under the section 179 (3) but as per rule-8 we only need to take note in the Board Meeting about the Disclosures made.Only noting of the fact is emphasized. Kindly guide on the issue.

[Kamesh]

Thanks you very much Mr. Chandru and Mr. Nikit.  I over saw the last line of section 179(3)(k). Thanks a lot....

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[Abhinav Garg]

Dear 

pls clarify section 184(5) in context of 184(1).

regards

Abhinav

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From: csmy...@googlegroups.com <csmy...@googlegroups.com> on behalf of nikit kumar <nikit...@gmail.com>
Sent: 19 April 2014 11:26
To: csmy...@googlegroups.com
Subject: [CSMysore] Re: Filing of disclosure of directors with MCA

 

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