Form BEN-2 to be made available from 2nd of July 2019
FORM NO. BEN-2
Form BEN-2 (Return to the Registrar in respect of declaration under Section 90), will be made available for filing on the MCA portal w.e.f 2nd July 2019. Stakeholders may perhaps please take note and plan accordingly considering Ministry’s General Circular No: 07/2018 dated 6th September 2018.
FORM NO. BEN-2 has been issued Pursuant to section 90(4) of The Companies Act, 2013 and rule 4 and 8 of The Companies (Significant Beneficial Owners) Rules, 2018 as amended vide Companies (Significant Beneficial Owners) Amendment Rules, 2019.
FORM NO. BEN-2 is Return to the Registrar of Companies regarding declaration under section 90 of Companies Act, 2013. Section 90 of The Companies Act, 2013, deals with the Register of significant beneficial owners in a corporation.
Section 90 of The Companies Act, 2013
Section 90 of the Companies Act, 2013 states that:-
[90. (1) Every individual, who acting alone or together, or through one or more individuals or trust, which includes a trust and persons resident outside India, holds beneficial interests, of not less than 25 percent, or such other percentage as may be prescribed, in shares of a company or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2, over the company (herein referred to as “significant beneficial owner”), would make a declaration towards the company, specifying the nature of his interest and other particulars, in such manner and within such period of acquisition of the beneficial interest or rights as well as any change thereof, as may be prescribed:
Provided that the Central Government might recommend a class or classes of individuals who shall not be required to make a declaration under this subsection.
(2) Every corporation should maintain a register of the interest declared by individuals under sub-section (1) as well as changes therein which must consist of the name of an individual, date of birth, address, details of ownership in the corporation and such other details as may be prescribed.
(3) The register maintained under sub-section (2) shall be open towards inspection by any member of the corporation on payment of such fees as may be prescribed.
(4) Every corporation is required to file a return of significant beneficial owners of the corporation as well as changes therein with the Registrar comprising names, addresses, and other details as may be prescribed within such time, in such form and manner as might be prescribed.
(5) A corporation shall give notice, in the prescribed manner, to any individual (whether or not a member of the company) whom the corporation knows or has reasonable cause to believe—
- towards being a significant beneficial owner of the corporation;
- having knowledge of the identity of a significant beneficial owner or another individual likely to have such knowledge; or
- have been a significant beneficial owner of the corporation at any time during the three years immediately preceding the date on which the notice is issued,
- and who is not registered as a significant beneficial owner with the corporation as required under this section.
(6) The information required by the notice under sub-section (5) shall be given by the concerned individual within a period not exceeding 30 days of the date of the notice.
(7) The company shall,—
(a) where that individual fails to give the corporation the information required by the notice within the time specified therein; or
(b) where the information gave is not satisfactory,
apply towards the Tribunal within a period of 15 days of the expiry of the period specified in the notice, for an order directing that the shares in question be subject towards restrictions with regard to the transfer of interest, suspension of all rights attached to the shares and such other matters as may be prescribed.
(8) On an application made under sub-section (7), the Tribunal might, after giving an opportunity of being heard to the parties concerned, make such order restricting the rights attached with the shares within a period of 60 days of receipt of an application or such other period as may be prescribed.
(9) The corporation or the aggrieved party by the order of the Tribunal may make an application towards the Tribunal for relaxation or lifting of the restrictions placed under sub-section (8), within a period of 1 year from the date of such order:
Provided that if no such application was filed within a period of 1 year from the date of the order under sub-section (8), then such shares shall be transferred without any restrictions towards the authority constituted under sub-section (5) of section 125, in such manner as may be prescribed;
(10) If any individual fails to make a declaration as required under sub-section (1), that individual shall be punishable with imprisonment for a term which might extend to 1 year or with fine which shall not be less than Rs.1 lakh but which might extend to Rs. 10 lakh or with both and where the failure is a continuing one, with a further fine which might extend to Rs.1 thousand for each day after the first during which the failure continues.
(11) If a corporation, required to maintain register under sub-section (2) and file the information under sub-section (4), fails to carry out so or denies inspection as provided therein, the corporation and every officer of the corporation who is in default shall be punishable with fine which shall not be less than Rs. 10 lakh but which might extend to Rs. 50 lakh and where the failure is a continuing one, with a further fine which might extend to Rs. 1thousand for each day after the first during which the failure continues.
(12) If any individual willfully provides any false or incorrect information or if suppresses any material information of which the individual is aware in the declaration made under this section, then that individual shall be liable to action under section 447.
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