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Wednesday, 2 April 2014

Disclosure of Interest for the FY 2014-15

Sec 164 and 184 of Companies Act 2013 and Sec 274 (1)(g), 299 and 308 of Companies Act 1956

Companies Act 2013
Companies Act 1956
Changes
Sec 274
(disqualification of directors)




Sec 164 (disqualification of appointment of director)





The following additional disqualifications have been introduced to the existing disqualifications:

-          Convicted of an offence dealing with related party transactions at any time during the last preceding five years or

-          He has not obtained DIN
Sec 274 (1)(g)

Sec 164(2)

Directors of a company which has not filed the financial statements or annual return for any continuous period of 3 years or has failed to repay deposits accepted shall not be appointed as a director of that company or any other company (Earlier it was only any other public company now even pvt companies are included) for a period of 5 years from the date the company fails to do so.

Sec 274(3)


Earlier the C.Gov had the authority to remove the disqualification of the director by passing a notification. However the current act is silent on the same.

Sec 274(3)
Sec 164(3)

Now the Pvt company may include such other additional disqualifications as may be required in addition to the ones said in Sec 164 (1) and (2) of companies act 2013.
Sec 299

(Disclosure of Interest by Director)
Sec 184

(disclosure of interest by directors)
Earlier the Company used to receive only annual disclosure from the directors (disclosure of his directorship and membership in other companies) and it shall be considered to having disclosed his concerns or interest in all those contracts that may be entered by the company in a future date after the disclosure being given and there was no disclosure that need to be given at the time of entering into the contract.

However under the new act, disclosure is to be given even at the time when the company is discussing or entering into the contract or arrangement or proposed contract with the other company or body corporate.

-          Restriction on entering into contracts in which the director is interested 
-          Where the director/s together holds more than 2% or more of paid up share capital in that other company.

Contravention:

With imprisonment  ≤ 1 year  or
Fine ≥ Rs. 50,000 – Rs 1,00,000 or
Both

Sec 308

(Duty of directors and persons deemed to be directors to make disclosure of shareholdings)

Deleted in the new act

 Note: Disclosure under Sec 299 shall be obtained as required under Companies Act 1956 and the other disclosures shall be taken as required under Sec 164 of the Companies Act 2013 for the current financial year



Form No.24-AA

THE COMPANIES ACT, 1956
Notice by the interested Directors
(Pursuant to Section 299)

To

The Board of Directors
of Khazana Jewellery Private Limited
252A, TTK Road,
Alwarpet,
Chennai – 600 018
I, ______________   son of _________________ resident of _____________________________holding ______________Equity Shares of Rs. ______each (______% of the equity paid up capital) and ____________________ Preference Shares of Rs. ______each (_____% of the Preference Share paid-up capital) in the company in my name, hereby give notice that I am interested directly/through my relative(S) in the following companies:
1.    Names of the Public Companies in which I’m a Director:

2.    Names of the Private Companies in which I’m a Director:

3.    Names of the Companies (Public and Private) in which I hold more than 2% of the paid-up share capital:


4.    Names of Companies in which I am Member/Chairman of Audit Committee, Shareholders’/Investors’ Grievance Committee, Remuneration Committee or any other Committee formed by the Board of that Company.


5.    Names of the Firms in which I am a Partner and Partners in such Firms: NIL

6.    Firms in which my relatives (as defined in Section 6 of the Companies Act, 1956 as shown to me/us could be ascertained) are partners: NIL

7.    Directorship of Relatives:

a. Name: ____________________

Names of the Companies/Firms
Nature of interest



Signature .......................................
   Name:
Dated the _________  day of March, 2014

LIST OF RELATIVES

1.FATHER

2.MOTHER (INCLUDING STEP MOTHER)

3.SON(S)(INCLUDING STEP SON)

4.SON’S WIFE

5.DAUGHTER(S)(INCLUDING STEP DAUGHTER)

6.FATHER’S FATHER

7.FATHER’S MOTHER

8.MOTHER’S MOTHER

9.MOTHER’S FATHER

10.SON’S SON

11.SON’S SON’S WIFE

12.SON’S DAUGHTER

13.SON’S DAUGHTER’S HUSBAND

14.DAUGHTER’S HUSBAND

15.DAUGHTER’S SON

16.DAUGHTER’S SON’S WIFE

17.DAUGHTER’S DAUGHTER

18.DAUGHTER’S DAUGHTER’S HUSBAND

19.BROTHER (INCLUDING STEP BROTHER)

20.BROTHER’S WIFE

21.SISTER (INCLUDING STEP SISTER)

22.SISTER’S HUSBAND

23.SPOUSE

Signature .......................................
   Name:
Dated the _______ day of March, 2013

Note: the format of the disclosure under sec 299 shall be revised for next year.


Form DIR – 8
Intimation by Director
[ Pursuant to Sec 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014]

Registration No. Of Company _____________
Nominal Capital Rs. _______________
Paid up Capital Rs. ________________
Name of The Company _______________
Address of its Registered Office ______________

To

The Board of Directors of _______________________
I _____________________ son/ daughter/ wife of  ___________________resident of _____________ director/ managing director/ manager in the company hereby give notice that I am/ was a director in the following companies during the last three years:

Name of the Company
Date of Appointment
Date of Cessation










I further confirm that I have not incurred disqualficiation under section 164 (2) of the Companies Act, 2013 in any of the above companies, in the previous financial year, and that I , at present, stand free from any disqualification from being a director.
Or

I further confirm that I have incurred disqualifications under section 164(2) of the Companies Act, 2013 in the following company(s) in the previous financial, and that I, at present stand disqualified from being a director.


Name of the Company
Date of Appointment
Date of Cessation










Signature:
Name:

Dated this _______ day of April 2014.
 

Form MBP-1
Notice of Interest by Director
[Pursuant to Section 184(1) and Rule 9(1)]

To

The Board of Directors
----------------------------------- Ltd


Dear Sir/s,


I ________________ son/ daughter / spouse of ___________ resident of _____________ being a director in the Company hereby give notice of my interest or concern in the following company or companies, bodies corporate, firms or other association of individuals.


I.
Sl No.
Names of the Companies/ bodies corporate/ firms/ associations of individuals
Nature of interest or concern/ Change in interest or concern
Shareholding
Date on which interest or concern arose/ changed














Signature
MD/Director/ Secretary/ Whole Time director


Place:
Date:

Note: this form is an annual disclosure as well as this disclosure is to be given every time when there is a change in the interest.

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