Download Form MBP-1 form in Word Format
184. Disclosure of interest by director
(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.
(2) Every director of a company who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into—
(a) with a body corporate in which such director or such director in association with any other director, holds more than two per cent. shareholding of that body corporate, or is a promoter, manager, Chief Executive Officer of that body corporate; or
(b) with a firm or other entity in which, such director is a partner, owner or member, as the case may be,
shall disclose the nature of his concern or interest at the meeting of the Board in which the contract or arrangement is discussed and shall not participate in such meeting:
Provided that where any director who is not so concerned or interested at the time of entering into such contract or arrangement, he shall, if he becomes concerned or interested after the contract or arrangement is entered into, disclose his concern or interest forthwith when he becomes concerned or interested or at the first meeting of the Board held after he becomes so concerned or interested.
(3) A contract or arrangement entered into by the company without disclosure under sub-section (2) or with participation by a director who is concerned or interested in any way, directly or indirectly, in the contract or arrangement, shall be voidable at the option of the (4) If a director of the company contravenes the provisions of sub-section (1) or subsection (2), such director shall be punishable with imprisonment for a term which may extend to one year or with fine which shall not be less than fifty thousand rupees but which may extend to one lakh rupees, or with both.
(5) Nothing in this section—
(a) shall be taken to prejudice the operation of any rule of law restricting a director of a company from having any concern or interest in any contract or arrangement with the company;
(b) shall apply to any contract or arrangement entered into or to be entered into between two companies where any of the directors of the one company or two or more of them together holds or hold not more than two per cent. of the paid-up share capital in the other company.
Extract of Section 117 of Companies Act, 2013
117. Resolutions and agreements to be filed.
(1) A copy of every resolution or any agreement, in respect of matters specified in sub-section (3) together with the explanatory statement under section 102, if any, annexed to the notice calling the meeting in which the resolution is proposed, shall be filed with the Registrar within thirty days of the passing or making thereof in such manner and with such fees as may be prescribed within the time specified under section 403:
Provided that the copy of every resolution which has the effect of altering the articles and the copy of every agreement referred to in sub-section (3) shall be embodied in or annexed to every copy of the articles issued after passing of the resolution or making of the agreement.
(2) If a company fails to file the resolution or the agreement under sub-section (1) before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than five lakh rupees but which may extend to twenty-five lakh rupees and every officer of the company who is in default, including liquidator of the company, if any, shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
(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.
Due to unavailability of some Directors the Disclosure was taken in the subsequent meeting but not in the first Board meeting. will this action amount to non- Compliance because as per section 184, the company has to take note in every First Board meeting?
will that be non compliance all together
Does the director need to give MBP-1 within 30days from his appointment/resignation/re-appt in other company?
IS IT necessary to maintain a register showing Directors Interest in other companies ( as shown in form MBP1)
Is form MBP 1 – Notice of Interest filed with the ROC or is it just used to disclosed and noted in the minutes of the BOD??
I have failed to take the interest of the board of directors at the first meeting and would like to consider it at the second meeting. Can anybody tell me the consequences. Is there any way out
As far as my understanding of the act and concerned rules, neither mbp 1 nor mgt 14 is reqd to be filed in this case. ca Nitesh ji, please ellaborate with specified rule number.
if a company incorporate on 28.07.2014 then what will be the date of dispatch of notice for passing resolution for filing MGT=14 ?
coz i uploaded the form with the 21.07.2014 (date of dispatch of notice for passing resolution)and 29.07.2014 (date of passing resolution).Then an error of wrong date of dispatch of notice had occurred..
Anybody please suggest me..
As per rule 8 of chapter it is required to be filed.
I HAVE FAILED MBP 1 FOR DISCLOSURE OF INTEREST BY THE DIRECTORS IN OTHER COMPANY, CONCERN OR HUF
AND ALSO ATTACHED COPY OF RESOLUTIONS AND MBP 1 UNDER SECTION 179(3).IF ANY ONE NOT FILES ABOVE WITHIN THE 30 DAYS OF FIRST BOARD MEETING WILL READY TO PAY PENALTY.
THANKS WITH REGARDS
CS SANTOSH KUMAR PANDEY
09038356092
thanks
I do not agree with the views expressed on this subject. It is a complete misinterpretation of the sections of the Act. Section 184 does not specify that the Board has to pass a resolution taking note of the disclosure. A mere entry in the minutes that the Board took note of the disclosure would suffice. Since there is no resolution required to be passed, Form MGT 14 need not be filed.
Brilliant
Thanks But pl clarify if a Director has no Interest within Meaning of Section 184, still, he has to file Form MBP 1 and also File MGT 14 alongwith Board Resolution ?
(1) Whether this is applicable where the company has entered in to any contract with any concern in which director is interested or that is not relevant?
2. If directors are not interested in any other concern, whether such notice is required to be given by each director? How this can be given in such cases because the form has not made any provision for the same.
thanks
Sir,
I agree to the earlier opinion of Sri. Patodia Ji that MBP-1 is not mandatory to file. I am not able to find the exact section or rule wherein MBP-1 filing to registrar is mandated.
Can anyone help me in this respect please quoting the section and relevant portion of the rule.
Thanks & regards.
Whether MBP submitted along with MGT 14?
Do we need to file MBP-1 with MGT 14 for every Board meeting held during this year or it is applicable only for the first board meeting?
When filing GNL-2 form for Return of deposits, which has to file on or before 30/06/2014.
So Is it become necessary to file mgt 14 before filing GNL 2 ????
I regret for my earlier comment. The resolution taking note of disclosure of interest / concern has to filed with ROC.
Every director has to disclose in form MBP 1 in first meeting, subsequently in first board meeting of financial year or whenever there is any change in disclosure.
All such 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 authorised by the Board for the purpose.
There is no need to file the concerned resolution with ROC in form MGT-14.
There is no such form known as MBP 14. Its MGT 14.