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KMA PCS

Kajol Mathur & Associates

Practicing Company Secretaries

All about Form MBP-1 : Notice of interest by Director

  • Writer: Kajol Mathur
    Kajol Mathur
  • May 4
  • 2 min read


MBP-1

✅ Purpose


Form MBP-1 is used by Directors to disclose their ’concern or interest’ in other entities, such as companies, LLPs, partnerships, or any body corporate, directly or indirectly by way of :

  • Shareholding

  • Directorship

  • Partnership

  • Other interest


It ensures transparency and helps identify related party transactions.



📜 Legal Basis


  • Section 184(1) of the Companies Act, 2013

  • Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014



🧾 Who Must File?


All Directors of:

  • Private Companies

  • Public Companies

  • Section 8 Companies

  • Any company governed by the Companies Act, 2013



📅 When to Submit MBP-1?

Event

Time of Disclosure

First Board Meeting after appointment

At first Board meeting as Director

Every Financial Year

First Board Meeting of the Financial year

Change in Interest

First Board meeting held after the change


📄 Details to be Disclosed


The Director must declare:

  • Name of companies/LLPs/firms in which he/she is:

    • Director

    • Partner

    • Shareholder

  • Nature of interest

  • % of shareholding (if applicable)

  • Date on which interest or concern arose / changed



✍️ Format & Signing


  • MBP-1 is a physical form, not filed with ROC.

  • Must be signed by the Director and noted in the immediate next Board Meeting.



⚠️ Non-Compliance Consequences


  • Section 184(4) imposes penalties:

    • Director becomes disqualified from voting on resolutions concerning the disclosed interest.

    • Can be liable to a fine up to ₹1,00,000.

    • If undisclosed and involved in a related party transaction, the resolution/Contract can be voidable at the option of the Board/shareholders.



📌 Important Notes


  • Even nominee directors must file MBP-1.

  • A “Nil” disclosure shall be given if the director has no interest.

  • The Company Secretary or Compliance Officer must ensure MBP-1 is collected and recorded each year.



🗂️ Retention & Storage

  • MBP-1 forms must be kept safely in the company’s statutory register (e.g., Register of Directors' disclosures).

  • It is maintained internally by the Company as part of its statutory records.

  • All MBP-1 are kept at the registered office, preserved for a period of eight years, kept in the custody of the Company Secretary.



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