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Wednesday, 14 March 2012

One pager on Disclosures to be made by the Directors

Disclosures to be made by the Directors 










Sr No
Applicable Section and Act
Particulars
Periodicity
Points to remember
Applicability

I
Companies Act 1956

1
Sec. 264
Consent of the Director to be filed with the ROC to appoint him as the director of the company
To be obtained at the time of him being appointed as the director of the Company
To take care that,  the consent letter must be dated before the Board meeting date.
Not applicable to the Pvt companies as per the Act but as per the MCA’s latest circular it is applicable to all the companies

2
Sec 274 (1)(g)
Disqualification of Directors
Annual declaration
It should contain the date in the month of April relating to the opening of the FY.
Applicable to all the Companies

3
Sec. 297
Board's sanction to be required for certain contracts in which particular directors are interested
Disclosure to be given before entering into such contracts or within 3 months from the date of entering into such contracts
-
Applicable to all the Companies

4
Sec. 299
Every director of the company who is either directly or indirectly interested in a contract or arrangement, or proposed contract or arrangement, entered into or to be entered into, by or on behalf of the company.
1.       Shall disclose the nature of interest in the Board meeting before entering into the contract or arrangement.
The date of the annual disclosure can only contain a date in the month of March relating to the closure of the FY.
Applicable to all the Companies

2.       Such notice expires at the end of the FY. There by fresh notice to be given during the last month of the FY in which it would otherwise expire.

5
Sec. 305
Disclosure of directorships and other positions relating to manager and secretary held by the director are to be disclosed by him.
directors are required to inform within 20 days any change in the office. At the time of joining the board
The details provided/ disclosed must match with the register that is maintained.
Applicable to all the Companies

6
Sec. 308
Disclosure of share holdings in the company and in its subsidiary company
General notice at the time of joining the board and as and when there is any change reasonable steps are to be taken for it to be brought up and read at the Next Board meeting of the Company.
It should contain the date in the month of April relating to the opening of the FY.
Applicable to all the Companies


II
Listing Agreement

1
Clause 49
Declaration from the independent directors confirming that all the 6 conditions specified in the clause 49 of the listing agreement is complied
Annual declaration

Only to listed companies

III
SEBI (Prohibition of Insider Trading) Regulations 1992

1
Regulation 13(2)(4)
Details of change in shareholding by Director or Officer of a listed company
Change in disclosure since the last disclosure when the change exceeds, Rs. 5 Lakhs in value or 25000 shares or 1% of total shareholding or voting rights which ever is lower
Such a disclosure is to be made with 2 working days of becoming such promoter or person belonging to promoter group.
Only to listed companies




















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