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Board Resolution for MBP-1 Disclosure of Interest by Directors

A director of a company is required to compulsorily disclose his concern or interest including shareholding interest in any other organisations by giving a notice in writing Form MBP-1 to each such company where he is a director.
board resolution for disclosure of interest under section 184

Such notices in Form MBP-1, as received from the directors, are then presented to the Board of Directors of the company in its meeting and the Board takes a note of the same.

All such notices are required to be kept at the registered office and shall be preserved for 8years 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.


Following are the templates of board resolution for taking note of MBP-1 notices.

SAMPLE #1

#. To record disclosure of interest received from Directors

The Board was informed that as required under the provisions of section 184 of the Companies Act, 2013, the company is in receipt of notices/declarations from all the Directors of the company, disclosing their interest in other entities in Form MBP-1. The copies of Form MBP 1 were presented before the meeting.

The Board took note of the notices in Form MBP-1 and authorised the Company Secretary to record the details as in Form MBP-1 in the register maintained under section 189 of the Companies Act, 2013, for the purpose.

The Board unanimously passed the following resolution to record the receipt of the above notices:

“RESOLVED THAT the Board of Directors hereby take on record Disclosure of Interest in Form MBP-1 received from all the Directors in accordance with the provisions of Section 184(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014.

“FURTHER RESOLVED THAT (Name of the Company Secretary), Company Secretary of the company be and is hereby authorized to sign any prescribed form that is to be filed with the Registrar of Companies and affix the Digital Signature on all the related documents as necessary and further authorised to do all such acts, deeds and things to give effect to the foregoing resolutions.”

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SAMPLE #2

#. To take note of the information regarding interest of Directors in other entities

“RESOLVED THAT pursuant to the provisions of Section 184 of the Companies Act 2013, the disclosure of interest in Form MBP 1 as received from all the Directors of the company, and as placed before the Board, be and are hereby noted and taken on record.”

“FURTHER RESOLVED THAT Mr./Ms. ...................., Company Secretary be and is hereby authorised to file necessary e-form with the Registrar of Companies, ......... and make entries in the Register of Directors of the company as necessary and to do all such acts, deeds and things as may be necessary in this regard.”

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SAMPLE #3

#. To take note of disclosure of interest notices received from Directors

“RESOLVED THAT pursuant to the provisions of Section 184(1) of the Companies Act, 2013 read with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, the notices of disclosure of concern or interest in Form MBP 1 as received from the following directors of the company, and as laid down before the meeting, be and are hereby noted and taken on record by the Board:

1. Mr. ..............................., Managing Director
2. Ms. ..............................., Whole-time Director
3. Mrs. ............................., Independent Director
4. Dr. ..............................., Independent Director

FURTHER RESOLVED THAT Mr./Ms. ...................., Company Secretary be and is hereby authorised to do all such acts, deeds and things as may be necessary in this regard.”


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SAMPLE #4

#. To take note of notices in Form MBP-1 received from Directors

“RESOLVED THAT pursuant to the provisions of Section 184(1) of the Companies Act, 2013 read with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, the general notices of disclosure of concern or interest in Form MBP 1 submitted to the company by (Name of the Director), (Designation), (Name of the Director), (Designation) and (Name of the Director), (Designation) for the financial year 20XX-XX, and as placed before the Board, be and is hereby noted and taken on record.

FURTHER RESOLVED THAT Mr./Ms. ...................., (Designation) be and is hereby authorised to do all such acts, deeds and things as may be necessary in this regard.”



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NOTE: The resolution samples here are only for reference, to help you with drafting. Do refer the exact provisions of the Act, relevant rules framed thereunder and any other applicable laws to be able to not to miss out anything important while drafting.

Comments

  1. Divyank Sharma9/29/2019

    The formats were helpful in drafting the resolution for my company.

    ReplyDelete

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