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09 Feb 2025
DECLARATIONS-AND-DISCLOSURES-FROM-DIRECTORS
DECLARATIONS AND DISCLOSURES FROM DIRECTORS
We're all cognizant that before and after appointing a Director, a Company must obtain several declarations from the directors.
Let’s quickly examine, various declarations required under all the Acts;
| S. No | Regulation/ Section | Particulars of Declaration | Form | Frequency | Applicability |
|---|---|---|---|---|---|
| 1 | Section 152(5) and Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 | Consent to act as a Director of the Company | DIR-2 | On or before appointment or re-appointment | All Companies |
| 2 | Section 164(1) or 164(2) and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 | Intimation by Director about disqualification | DIR-8 | Prior to appointment or re-appointment | All Companies |
| 3 | Section 184(1) and Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 | Disclosures by a Director of his/her Interest | MBP-1 | - First Board Meeting in which he/she participates as a director - First Board Meeting of every financial year - Whenever there is any change in the disclosures already made, in the first Board meeting held after such change |
All Companies |
| 4 | Section 149(7) of the Companies Act, 2013 | Declaration by an Independent Director that he/she meets the criteria of independence as per Section 149(6) along with compliance on registration in Independent Director Data Bank & completion/exemption of online Proficiency self-assessment Test | No specific form | - First Board Meeting in which he/she participates as a director - First Board Meeting of every financial year - Whenever there is any change in the circumstances affecting independence |
Companies to which appointment of an Independent Director is applicable |
| 5 | Regulation 25(8) of SEBI (LODR) Regulations, 2015 | Declaration by an Independent Director that he/she meets the criteria of independence as per Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 | No specific form | - First Board Meeting in which he/she participates as a director - First Board Meeting of every financial year - Whenever there is any change in the circumstances affecting independence |
All Listed Companies |
| 6 | Regulation 25(8) of SEBI (LODR) Regulations, 2015 | Confirmation that the Independent Director is not aware of any circumstance or situation that could impair or impact his ability to discharge his duties independently | No specific form | - First Board Meeting in which he/she participates as a director - First Board Meeting of every financial year - Whenever there is any change in the circumstances affecting independence |
All Listed Companies |
| 7 | SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7(1)(b) read with Regulation 6(2)] | Disclosure of shareholding on becoming a Key Managerial Personnel/Director/Promoter/Member of the promoter group | Form B | Within 7 days of Appointment or Re-appointment of Director/Key Managerial Personnel or becoming a Promoter/Member of the promoter group | All Listed Companies |
| 8 | SEBI order dated June 14, 2018, NSE Circular Ref No: NSE/CML/2018/02, BSE Circular LIST/COMP/14/2018-19 | Declaration that the Director is not debarred from holding office by virtue of any SEBI or other authority order | No specific form | Prior to appointment or re-appointment | All Listed Companies |
| 9 | Banking Regulation Act, 1949 and NBFC Regulations and Master Direction | Confirmation on Compliance of “Fit and Proper Criteria” | As per the format prescribed under respective regulations | Prior to appointment or re-appointment | All Banks and NBFCs |
| 10 | Regulation 26(3) of SEBI (LODR) Regulations, 2015 | Affirmation on Compliance with the Code of Conduct of Board of Directors and Senior Management | As per the code of conduct adopted by each company | Annual Basis | All Listed Companies |
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Article Compiled by:-
~CS Swarna Lakshmi
(LegalMantra.net Team)