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
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.
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.”.
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,
1) Every individual who is a SBO in a reporting company, shall file a declaration in Forrn No. BEN-1 to the reporting company within 90 from such commencement.
(2)Every individual who has subsequently becomes a SBO 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
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.
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;
(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.
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.
"Significant beneficial owner" in relation to a reporting company means an individual referred to in sub-section (1) of section 90, who acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely:-
(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, in a financial year through indirect holdings alone, or together with any direct holdings;
(iv) has right to exercise, or actually exercises, significant influence or control, in any manner other than through direct-holdings alone: