All About Filing of Form DIR-8 and MBP-1 By Directors

All About Filing of Form DIR-8 and MBP-1 By Directors. Corporate governance in India requires directors of Private Limited Companies, Public Limited Companies, and other corporate entities to comply with mandatory director’s disclosure requirements during their appointment as a Director or reappointment under the Companies Act, 2013, which mandates to all directors—whether existing, newly appointed, proposed, foreign, or additional directors—to uphold ethical corporate governance for disclosure under Form DIR-8 and Form MBP-1, must be submitted to the company as required. After a company registration with MCA , it must hold its first board meeting within 30 days of incorporation, as per Section 173(1) of the Companies Act, 2013. During this meeting, certain key disclosures and compliance requirements must be fulfilled, including the submission of Form DIR-8 and Form MBP-1 by directors. Every company should have the right professional firm, such as Compliance Calendar LLP, to guide them in matters related to Company Law advisory, regulatory ROC Annual filings, and corporate governance.
• Form DIR-8 serves as a declaration of non-disqualification, confirming that a director is eligible to hold office in accordance with Section 164 of the Companies Act, 2013, read with Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
• Form MBP-1, on the other hand, is used for the disclosure of interest by directors under Section 184 of the Companies Act, 2013, read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014.
For example, on 1st January 2025, Mr. Arjun Mehta, a seasoned professional, received a call from ABC Private Limited. The board had unanimously decided to appoint him as a new director of the company. However, before his appointment could be confirmed, Arjun was required to submit a declaration of non-disqualification under Section 164(2) of the Companies Act, 2013.
With his appointment now official, Arjun was invited to attend the company’s next board meeting, scheduled for 30th January 2025 because As per Section 184(1) of the Companies Act, 2013, every director must disclose their interest in other businesses, companies, or financial holdings. Therefore, before participating in the meeting, Arjun needed to submit Form MBP-1, ensuring transparency and compliance with the regulatory need to avoid any non compliance of Section 164 & 184 of the Companies Act 2013. 
Declaration Of Disqualification By All Directors In Form DIR-8
As per provisions laid down in Section 164 of the Companies Act, 2013, read with rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every director must submit Form DIR-8 every financial year, declaring that they are not disqualified from continuing as a director. This declaration ensures that only eligible individuals hold directorship positions in Indian companies.
The main purpose of Form DIR-8 is to confirm that the individual being appointed or already holding the office of director is not disqualified under Section 164 of the Companies Act, 2013. This section outlines specific disqualification criteria for directors, such as:
A director will be disqualified from being appointed or reappointed if they:
 Under Section 164(1)
• Are declared an undischarged insolvent.
• Have been convicted of an offense involving moral turpitude or sentenced to imprisonment for six months or more.
• Have not filed financial statements or annual returns for three consecutive years.
• Have failed to repay deposits, debentures, or dividends.
• Are disqualified by a court or tribunal from holding a directorship.
• Have been convicted of an offense under the Companies Act, 2013.
• Are associated with a company that has defaulted on financial dues for over a year.
Under Section 164(2)
• If a person is a director in a company that has defaulted in filing financial statements or annual returns for three consecutive financial years, they cannot be reappointed as a director for the next five years.
Filing Requirements of Form DIR-8 
Every director must disclose their interest in other companies, firms, or associations of individuals.This disclosure should be made at:

The first board meeting in which they participate as a director.

The first board meeting of every financial year.

The first board meeting after any change in their interest or shareholding.

Disclosure of Interest In Form MBP-1
Under Section 184 of the Companies Act, 2013, read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014, every director is required to disclose their interest in other entities in which they hold a directorship, shareholding, or any position that may create a conflict of interest in Form MBP-1.The purpose of Form MBP-1 is to ensure transparency in a company’s operations by making the board aware of any potential conflict of interest that a director might have due to their association with other companies, firms, or corporate bodies.
When Form MBP-1 Must Be Submitted:-

At the first meeting of the Board in which he participates as a director and thereafter

At the first meeting of the Board in every financial year or

whenever there is any change in the disclosures already made, then at the first Board meeting held after such change.

Content of Form MBP-1

A detailed list of all companies, firms, or organizations where the director holds shares, directorship, or any other positions.

If the director’s relatives are involved in companies or firms where the director holds shares or positions, this must also be disclosed.

Date on which interest arose or changed

Place, date and signature of the Managing Director/Director/Secretary or Whole Time Director

Noteworthy aspects

Directors must disclose their interests in shares, debentures, or any other financial instruments. They also need to mention any directorships or positions held in other companies or firms, directly or indirectly.

The director who gives notice of interest must ensure that it is disclosed at the next meeting after the notice is given.

All notices must be stored at the registered office and retained for eight years from the end of the relevant financial year. They should be kept in the custody of the company secretary or another person authorized by the Board for this purpose.

Difference Between Form DIR-8 And Form MBP-1
Both forms serve different purposes in corporate governance, focusing on the interests and qualifications of directors:

Criteria
 Form DIR-8
Form MBP-1

Purpose
Declaration of eligibility and non-disqualification of a director.

Disclosure of interest in other companies, firms, or organizations.

Governing Section
Section 164 of the Companies Act, 2013

Section 184 of the Companies Act, 2013

Filing Frequency
At the time of appointment and annually.

At the first board meeting and annually.

Scope of Disclosure
To check the director is qualified to hold office.

Discloses financial and professional interests that may lead to conflicts.

Retention of Records
Maintained as a part of director records.

Kept at the registered office for eight years.

Penalty for Non-Compliance
One lakh rupees for non-disclosure of disqualification.

One lakh rupees for failure to disclose interests.

ROC Adjudication Order For Violation Of Provision Of Section 184(1) of the Companies Act 2013
ROC Chandigarh issued an adjudication order dated 3rd May 2024 in the matter of M/s Pearce Services Global Private Limited, as the directors of the company did not disclose their interest for the FY 2022-23 in first Board Meeting of the Year and violating the provisions of section 184 of the Companies Act, 2013.Section 184(4) of the Companies Act, 2013 – Provides for a penalty in case of non-compliance, stating that any director who fails to comply with Section 184(1) or 184(2) shall be liable for a penalty of Rs.1,00,000.
The Adjudicating Authority has imposed a penalty of 1,00,000 upon 3 directors of company Adjudication order dated 3rd of May 2024 in the matter of M/s Pearce Services Global Private Limited.  
FAQs
Q1. What is the timeline for intimation of disqualification and disclosure of interest by a director?
Ans. Form DIR-8 must be submitted before or at the time of the director’s appointment, must also be updated if there is any change in the director’s disqualification status during their tenure and it should be submitted annually at the first board meeting of the financial year.
Form MBP-1 must be submitted by directors at the time of their appointment and updated annually at the first board meeting of the financial year and also be updated whenever there is a change in their interest in the company, such as acquiring shares or holding a new directorship in another entity.
Q2. Who is required to sign Form DIR-8 and Form MBP-1?
Ans. Form DIR-8 must be signed by all the directors submitting the declaration. Since it is a self-declaration, no additional signatory is required.
Form MBP-1 must be signed by the concerned director. Further, for record-keeping purposes, it is generally signed by the Managing Director, Whole-Time Director, or Company Secretary.
Q3. Is Form DIR-8 and Form MBP-1 required for both public and private companies?
Ans. Yes, both Form DIR-8 and Form MBP-1 apply to all companies, including private limited companies, public limited companies, and foreign companies where Indian directors are appointed. Compliance is required for directors in all these entities to maintain transparency and legal accountability.
Q4. What are the consequences or penalties for non-compliance with Form DIR-8 and Form MBP-1?
Ans. Failure to comply with Form DIR-8 as per Section 164 of the Companies Act, 2013, can result in the disqualification of a director from holding a director position in any company for a period of five years. This happens if the company fails to file its financial statements or annual returns for three consecutive years.
Failure to comply with Form MBP-1 as per Section 184 of the Companies Act, 2013, results in a penalty of one lakh rupees per director. Non-disclosure can also lead to legal and financial consequences for the company.
Q5. Does Form DIR-8 and MBP-1 need to be filed with MCA or attached to any form?
Ans. Form DIR-8 does not need to be filed with the Ministry of Corporate Affairs. It is submitted directly to the company before a director’s appointment or reappointment as a self-declaration of eligibility. The company keeps this form in its internal records for compliance purposes.
Form MBP-1 does not need to be filed with MCA either. Instead, the details from this form are recorded in the company’s Register of Contracts and Arrangements, which is maintained at the registered office for a period of eight years.

Corporate governance in India requires directors of Private Limited Companies, Public Limited Companies, and other corporate entities to comply with mandatory director’s disclosure requirements during their appointment as a Director or reappointment under the Companies Act, 2013, which mandates to all directors—whether existing, newly appointed, proposed, foreign, or additional directors—to uphold ethical corporate governance for disclosure under Form DIR-8 and Form MBP-1, must be submitted to the company as required. After a company registration with MCA , it must hold its first board meeting within 30 days of incorporation, as per Section 173(1) of the Companies Act, 2013. During this meeting, certain key disclosures and compliance requirements must be fulfilled, including the submission of Form DIR-8 and Form MBP-1 by directors. Every company should have the right professional firm, such as Compliance Calendar LLP, to guide them in matters related to Company Law advisory, regulatory ROC Annual filings, and corporate governance.

• Form DIR-8 serves as a declaration of non-disqualification, confirming that a director is eligible to hold office in accordance with Section 164 of the Companies Act, 2013, read with Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

• Form MBP-1, on the other hand, is used for the disclosure of interest by directors under Section 184 of the Companies Act, 2013, read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014.

For example, on 1st January 2025, Mr. Arjun Mehta, a seasoned professional, received a call from ABC Private Limited. The board had unanimously decided to appoint him as a new director of the company. However, before his appointment could be confirmed, Arjun was required to submit a declaration of non-disqualification under Section 164(2) of the Companies Act, 2013.

With his appointment now official, Arjun was invited to attend the company’s next board meeting, scheduled for 30th January 2025 because As per Section 184(1) of the Companies Act, 2013, every director must disclose their interest in other businesses, companies, or financial holdings. Therefore, before participating in the meeting, Arjun needed to submit Form MBP-1, ensuring transparency and compliance with the regulatory need to avoid any non compliance of Section 164 & 184 of the Companies Act 2013.

Declaration Of Disqualification By All Directors In Form DIR-8

As per provisions laid down in Section 164 of the Companies Act, 2013, read with rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, every director must submit Form DIR-8 every financial year, declaring that they are not disqualified from continuing as a director. This declaration ensures that only eligible individuals hold directorship positions in Indian companies.

The main purpose of Form DIR-8 is to confirm that the individual being appointed or already holding the office of director is not disqualified under Section 164 of the Companies Act, 2013. This section outlines specific disqualification criteria for directors, such as:

A director will be disqualified from being appointed or reappointed if they:

Under Section 164(1)

• Are declared an undischarged insolvent.

• Have been convicted of an offense involving moral turpitude or sentenced to imprisonment for six months or more.

• Have not filed financial statements or annual returns for three consecutive years.

• Have failed to repay deposits, debentures, or dividends.

• Are disqualified by a court or tribunal from holding a directorship.

• Have been convicted of an offense under the Companies Act, 2013.

• Are associated with a company that has defaulted on financial dues for over a year.

Under Section 164(2)

• If a person is a director in a company that has defaulted in filing financial statements or annual returns for three consecutive financial years, they cannot be reappointed as a director for the next five years.

Filing Requirements of Form DIR-8

Every director must disclose their interest in other companies, firms, or associations of individuals.This disclosure should be made at:

The first board meeting in which they participate as a director.
The first board meeting of every financial year.
The first board meeting after any change in their interest or shareholding.

Disclosure of Interest In Form MBP-1

Under Section 184 of the Companies Act, 2013, read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014, every director is required to disclose their interest in other entities in which they hold a directorship, shareholding, or any position that may create a conflict of interest in Form MBP-1.The purpose of Form MBP-1 is to ensure transparency in a company’s operations by making the board aware of any potential conflict of interest that a director might have due to their association with other companies, firms, or corporate bodies.

When Form MBP-1 Must Be Submitted:-

At the first meeting of the Board in which he participates as a director and thereafter
At the first meeting of the Board in every financial year or
whenever there is any change in the disclosures already made, then at the first Board meeting held after such change.

Content of Form MBP-1

A detailed list of all companies, firms, or organizations where the director holds shares, directorship, or any other positions.
If the director’s relatives are involved in companies or firms where the director holds shares or positions, this must also be disclosed.
Date on which interest arose or changed
Place, date and signature of the Managing Director/Director/Secretary or Whole Time Director

Noteworthy aspects

Directors must disclose their interests in shares, debentures, or any other financial instruments. They also need to mention any directorships or positions held in other companies or firms, directly or indirectly.
The director who gives notice of interest must ensure that it is disclosed at the next meeting after the notice is given.
All notices must be stored at the registered office and retained for eight years from the end of the relevant financial year. They should be kept in the custody of the company secretary or another person authorized by the Board for this purpose.

Difference Between Form DIR-8 And Form MBP-1

Both forms serve different purposes in corporate governance, focusing on the interests and qualifications of directors:

Criteria	Form DIR-8	Form MBP-1
Purpose	Declaration of eligibility and non-disqualification of a director.	Disclosure of interest in other companies, firms, or organizations.
Governing Section	Section 164 of the Companies Act, 2013	Section 184 of the Companies Act, 2013
Filing Frequency	At the time of appointment and annually.	At the first board meeting and annually.
Scope of Disclosure	To check the director is qualified to hold office.	Discloses financial and professional interests that may lead to conflicts.
Retention of Records	Maintained as a part of director records.	Kept at the registered office for eight years.
Penalty for Non-Compliance	One lakh rupees for non-disclosure of disqualification.	One lakh rupees for failure to disclose interests.

ROC Adjudication Order For Violation Of Provision Of Section 184(1) of the Companies Act 2013

ROC Chandigarh issued an adjudication order dated 3rd May 2024 in the matter of M/s Pearce Services Global Private Limited, as the directors of the company did not disclose their interest for the FY 2022-23 in first Board Meeting of the Year and violating the provisions of section 184 of the Companies Act, 2013.Section 184(4) of the Companies Act, 2013 – Provides for a penalty in case of non-compliance, stating that any director who fails to comply with Section 184(1) or 184(2) shall be liable for a penalty of Rs.1,00,000.

The Adjudicating Authority has imposed a penalty of 1,00,000 upon 3 directors of company Adjudication order dated 3rd of May 2024 in the matter of M/s Pearce Services Global Private Limited.

FAQs

Q1. What is the timeline for intimation of disqualification and disclosure of interest by a director?

Ans. Form DIR-8 must be submitted before or at the time of the director’s appointment, must also be updated if there is any change in the director’s disqualification status during their tenure and it should be submitted annually at the first board meeting of the financial year.

Form MBP-1 must be submitted by directors at the time of their appointment and updated annually at the first board meeting of the financial year and also be updated whenever there is a change in their interest in the company, such as acquiring shares or holding a new directorship in another entity.

Q2. Who is required to sign Form DIR-8 and Form MBP-1?

Ans. Form DIR-8 must be signed by all the directors submitting the declaration. Since it is a self-declaration, no additional signatory is required.

Form MBP-1 must be signed by the concerned director. Further, for record-keeping purposes, it is generally signed by the Managing Director, Whole-Time Director, or Company Secretary.

Q3. Is Form DIR-8 and Form MBP-1 required for both public and private companies?

Ans. Yes, both Form DIR-8 and Form MBP-1 apply to all companies, including private limited companies, public limited companies, and foreign companies where Indian directors are appointed. Compliance is required for directors in all these entities to maintain transparency and legal accountability.

Q4. What are the consequences or penalties for non-compliance with Form DIR-8 and Form MBP-1?

Ans. Failure to comply with Form DIR-8 as per Section 164 of the Companies Act, 2013, can result in the disqualification of a director from holding a director position in any company for a period of five years. This happens if the company fails to file its financial statements or annual returns for three consecutive years.

Failure to comply with Form MBP-1 as per Section 184 of the Companies Act, 2013, results in a penalty of one lakh rupees per director. Non-disclosure can also lead to legal and financial consequences for the company.

Q5. Does Form DIR-8 and MBP-1 need to be filed with MCA or attached to any form?

Ans. Form DIR-8 does not need to be filed with the Ministry of Corporate Affairs. It is submitted directly to the company before a director’s appointment or reappointment as a self-declaration of eligibility. The company keeps this form in its internal records for compliance purposes.

Form MBP-1 does not need to be filed with MCA either. Instead, the details from this form are recorded in the company’s Register of Contracts and Arrangements, which is maintained at the registered office for a period of eight years.