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BEN-2 RETURN OF BENEFICIAL INTEREST

 

Law Governing the E Form BEN -2 : eForm BEN-2 is required to be filed pursuant to Pursuant to Section 90(4) of the Companies Act, 2013 and Rule 4 of the Companies (Significant Beneficial Owners) Rules 2018

Section 90(4):

Every company shall file a return of significant beneficial owners of the company and changes therein with the Registrar containing names, addresses and other details as may be prescribed within such time, in such form and manner as may be prescribed.

Rule 4:

Upon receipt of declaration under rule 3, the reporting company shall file a return in Form No. BEN-2 with the Registrar in respect of such declaration, within a period of thirty days from the date of receipt of such declaration by it, along with the fees as prescribed in companies (Registration offices and fees) Rules, 2014.”.

Purpose of the E-Form

Return to the Registrar in respect of declaration under section 90.


Duties Of The Reporting Company


Every reporting company shall take all the necessary steps to find out if there is any individual who is a significant beneficial owner in its company and seek declaration in Form No. BEN-1 from such person.
(a) shares, or
(b) voting rights, or
(c) right to receive or participate in the dividend or any other distribution payable in a financial year,
Then the reporting company shall take information from such members in Form No. BEN-4.

Meaning of "Significant beneficial owner":


(i) holds indirectly, or together with any direct holdings, not less than ten per cent. of the shares;
(ii) holds indirectly, or together with any direct holdings, not less than ten per cent. of the voting rights in the shares;
(iii) has right to receive or participate in not less than ten per cent. of the total distributable dividend, or any other distribution.
(iv) has right to exercise, or actually exercises, significant influence or control, in any manner other than through direct-holdings alone:

Filing of BEN-2


Upon receipt of declaration in Form No. BEN-1, the reporting company shall file a return in Form No. BEN-2 with the Registrar within a period of 30 days from the date of receipt of such declaration by it.






Register Of Significant Beneficial Owners

The company shall maintain a register of significant beneficial owners in Form No. BEN-3.


NON APPLICABILITY


These rules shall not be made applicable to the extent the share of the reporting company is held by,
(a) the authority constituted under sub-section (5) of section 125 of the Act;
(b) its holding reporting company:
Provided that the details of such holding reporting company shall be reported in Form No. BEN-2
(c) the Central Government, State Government or any local Authority;

NON APPLICABILITY


(d) (i) a reporting company, or
(ii) a body corporate, or
(iii) an entity,
controlled by the Central Government or by any State Government or Governments, or partly by the CG and partly by one or more State Governments; (e) Securities and Exchange Board of India registered Investment Vehicles such as mutual funds,(AIF), (REITs), (lnVITs) regulated by the Securities and Exchange Board of India, (f) lnvestment Vehicles regulated by RBI , or IRDA of India, or PFRDA.

The consequences of non-filing:


Section 90(11) of the Act, 2013 provides for penal provisions for the failure of the part of the company and every officer in default in complying with the provisions of Section 90(4) i.e. filing of the above return and changes in Form No. BEN-2 with the Registrar with a fine:-
For company and every officer in default:- Rs. 10 Lakhs – Rs. 50 Lakhs
For Continuing default: – Upto Rs. 1000 for every day after first day of failure.





DECLARATION BY SIGNIFICANT BENEFICIAL OWNER

1) On the date of commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, every individual who is a significant beneficial owner in a reporting company, shall file a declaration in Forrn No. BEN-1to the reporting company within ninety days from such commencement.
(2) Every individual who has subsequently becomes a significant beneficial owner or where his significant beneficial ownership undergoes any change then also he should file a declaration in Form No. BEN-1 to the reporting company. This is to be done within 30 days of such change.
Explanation.- Where an individual becomes a significant beneficial owner, or where his significant beneficial ownership undergoes any change, within ninety days of the commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019, it shall be deemed that such individual became the significant beneficial owner or any change therein happened on the date of expiry of ninety days from the date of commencement of said rules, and the period of thirty days for filing will be reckoned accordingly.