Annual Disclosure in Co's Act 2013 - Details & Formats

As the new Financial year has come, every one of us is looking for the format in which we need to obtain the Annual declaration from Directors. 

Cs. Indrani & Cs. Achuthan have analyzed and written an article in this regard and have also attached the necessary Forms.This article contains the required Forms to be obtained from Directors as well. 

Kindly go through. In case if we have missed out any info or a Form, you may kindly share that information with us. 

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Annual Disclosure of Interest

CS. Achuthan & CS. Indrani

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

Companies Act 1956	Companies Act 2013	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

Forms/ Declarations to be obtained: 

Form No.24-AA

THE COMPANIES ACT, 1956

Notice by the interested Directors

(Pursuant to Section 299)

To

The Board of Directors

of ……………….Limited

…………

…………..

Chennai –

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.

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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.