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 form MBP-1.
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.
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.
Board Resolution for taking note of Disclosure of Interest by Director
The Chairman informed the Board the every Director of the Company are required to submit their interest in other entities in Form MBP – 1 as per Section 184 of the Companies Act, 2013, read with Companies (Meeting of Board and its Powers) Rules, 2014, accordingly, the Company has received MBP-1 for Disclosure of Interest of Directors, from all the Directors, disclosing their interests or concern in other entities and circulated the same among the Board.
The Board considered the issue and resolved it as follows:
“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 Interest or concern in Form MBP-1 received from all the Directors of the Company as tabled before the Board be and hereby noted and taken on record by the Board.”
“RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby authorized to arrange safe custody of the disclosure as required under the provisions of the Company Act, 2013, and related Rules thereto and also to do all necessary Acts, documents, deeds, and things in this connection.”