DRAFT- THE COMPANIES (BENEFICIAL INTEREST AND SIGNIFICANT BENEFICIAL

INTEREST) RULES, 2018 -15.02.2018

In exercise of the powers conferred by Section 89 and Section 90, read with sub-section (1)
of section 469, of the Companies Act, 2013 (18 of 2013), the Central Government hereby
makes the following rules, namely :-

1. Short title and commencement.–

(1) These rules may be called the Companies (Beneficial Interest and Significant
Beneficial Interest) Rules, 2018.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. Definitions.-

(1) In these rules, unless the context otherwise requires,-

(a) “Act” means the Companies Act, 2013 (18 of 2013);

(b) "form" means a form annexed to these rules;
(c) “beneficial owner” means a person having beneficial interest in a share but
whose name is not entered in the register of members of a company as the holder of
that share;
(d) “registered owner” means a person whose name is entered in the register of
members of a company as the holder of shares in that company but who does not hold
the entire beneficial interest in such shares;
(e) “section” means a section of the Act
(f) “rules” means Companies (Beneficial Interest and Significant Beneficial
Interest) Rules, 2017.

(2) Words and expressions used in these rules but not defined and defined in the Act or in
Companies (Specification of definitions details) Rules, 2014 shall have the meanings
respectively assigned to them in the Act and said Rules.

3. Declaration to company in respect of beneficial interest under section 89.-

(existing Rule 9 of chapter VII may be substituted with Rule 3 and 4)
(1) A registered owner shall file a declaration disclosing that he does not hold the entire
beneficial interest in such shares in Form No. BEN-1 with the company, within thirty
days from the date on which his name is entered in the register of members of such
company.

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(2) A beneficial owner shall file a declaration disclosing his beneficial interest in Form
No. BEN-2 with the company, , within thirty days after acquiring such beneficial
interest in the shares of the company.

Where any change occurs in the beneficial interest of such shares,

(3) –

(a) the registered owner shall make a declaration of such change to the company in
Form No. BEN-1, in duplicate, within a period of thirty days from the date of
such change; and

(b) the beneficial owner shall make a declaration of such change to the company in
Form No. BEN-2, in duplicate, within a period of thirty days from the date of
such change.
Proviso to Rule 9(3) to be inserted and would be applicable for both Rule 3 and
4.
4. Return of beneficial interest. under section 89-

Where any declaration under Rule 3 is received by the company, it shall –

(a) make a note of such declaration in its register of members; and

(b) file a return in Form No. BEN-3 with the Registrar in respect of such declaration,
within a period of thirty days from the date of receipt of declaration by it, along
with the fee.

Explanation.– The period of thirty days will start from the date on which complete
declarations are received by the company.

5. Declaration of significant beneficial interest in shares under section 90.-

(1) Every individual, who acting alone or together, or through one or more persons or trust, including a trust
, shall file a
and persons resident outside India, holds significant beneficial interests in the company
declaration in Form No. BEN-4 to the company within thirty days from the
commencement of these rules. , .

(2) Every individual, who acting alone or together, or through one or more persons or trust, including a trust
and persons resident outside India, acquires significant beneficial interests in the company or any change
therein shall
file a declaration in Form No. BEN-4 to the company, within thirty days of
acquiring such significant beneficial interest or any change therein.

‘any change’ may be clearly quantified.

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6. Return of significant beneficial interest in shares.-

Where any declaration under rule 5 is received by the company, it shall file a return in Form
No. BEN-5 with the Registrar in respect of such declaration, within a period of thirty days
from the date of receipt of declaration by it, along with the fee....register and fee rules.

7. Register of significant beneficial owners.-

(1) The company shall maintain a register of beneficial owners holding significant
beneficial interest in Form No. BEN-6.

(2) The register shall be open to inspection open for inspection during business hours, at
such reasonable time of not less than two hours, on every working day as the board
may decide, by any member of the company on payment of such fee as may be
specified by the company but not exceeding fifty rupees for each inspection.

8. Exception to significant beneficial ownership

Rules 5, 6 and 7 shall not apply where the registered owner is a body corporate whose equity
shares are listed on any stock exchange or is a wholly-owned subsidiary of such body
corporate.
(Foreign listed companies should also be exempted.)

9. Notice seeking information about significant beneficial owners.-

A company shall give notice seeking information under sub-section (5) of section 90, in Form
No. BEN-7.

10. Application to the Tribunal.-

The company may apply to the Tribunal under sub-section (7) of section 90, for order
directing that the shares in question be subject to restrictions, including –

(a) restrictions on the transfer of interest in the shares in question;

(b) suspension of the right to receive dividend in relation to the shares in question;

(c) suspension of voting rights in relation to the shares in question;

(d) any other restriction on all or any of the rights attached with the shares in question.

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 SCHEDULE I

Form No. BEN-11

Declaration by the registered owner of shares who does not hold the beneficial interest
in such shares
[Pursuant to section 89(1) of the Companies Act, 2013 and rule 3(1)/ 3(3)of the Companies
(Beneficial Interest and Significant Beneficial Interest) Rules, 2017]

To,
Name of the company:
Registered office address:

1. Particulars of the Registered owner of shares:

(i) Name :
(ii) Father’s / Mother’s / Spouse’ name:
(iii) Occupation :
(iv)Whether citizen of India: Yes No
(v)Nationality:
(vi) Date of Birth:
(vii) Gender: Male/ Female
(viii) PAN No./ AADHAAR No.:
(ix) Proof of Identity :
· For Indian Nationals :
(Any of the following):
Income-tax permanent account number
Voter’s identity card number
Passport number
Driving License
Unique Identification Number (UIN)
· For Foreign nationals and Non Resident Indians :
Passport
Others
(x) Permanent Residential Address
ISO Country Code Country
Phone Mobile
Email ID Fax

(xi) Whether present residential address is same as the permanent

residential address :
Yes No
If no, present residential address:

1 Previously, MGT-4

4
 ISO Country Code Country
(xii) Contact:
Phone Mobile
Email ID Fax

2. Particulars of the shares in respect of which declaration is being made by the registered
owner:
i) Class of shares:
ii) Number and percentage of shares:
iii) Shares/ securities in physical form
Distinctive numbers: From.......... To...........
Certificate No.:
Folio No.
iv) Shares/ securities in Demat form
DP ID/ Client ID :
No. of shares:
Any other:
v) Nominal value of shares:
vi) Paid up value of shares:
vii) Direct/ Indirect percentage of voting rights:

3. Declaration:

In pursuance of sub-section (1) of section 89 of the Companies Act, 2013, I

......................hereby declare that the person (s) name below hold(s) the beneficial
interest in the above mentioned shares registered in my name in the register of members
of the company:
Sl. No. Name of the Address, E-mail id Date of Birth/ Father’s/
Beneficial and contact details Age Spouse’s name
Owner
(1) (2) (3) (4) (5)
Occupation Nationality PAN/UIN/CIN (in Passport No. Distinctive No.,
case of company) (in case of if applicable
foreign
national)
(6) (7) (8) (9) (10)

4. Details of the beneficial interest:

i) Nature of the beneficial interest:
ii) Date of creation of the beneficial interest:
iii) Mode of acquisition of beneficial interst: Allotment/ Transfer/ others, specify
iv) Reasons for not registering shares in the name of the beneficial
owner(s):

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 v) Particulars of the instrument/ document, if any, showing the creation of such
beneficial interest:

5. Particulars of change in beneficial interest: [If applicable]

i) Date of change:
ii) Nature of the change in the beneficial interest:
iii) Brief particulars of such change:
iv) Reason for such change:
v) Particulars of the instrument/ document, if any, showing the change in such beneficial
interest:

Date:
Place:

Attestation

I, confirm that all information provided in the above declaration is accurate and reliable.

[Name]

[Signature of the registered owner]

Enclosures:
(a) Proof of identity of the registered owner and beneficial owner
(b) Instrument/ document under which the beneficial interest is created/ transferred/ changed.

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 Form No. BEN-22
Declaration by the beneficial owner who holds or acquires beneficial interest in shares
but whose name is not entered in the register of members
[Pursuant to section 89(2) of the Companies Act, 2013 and rule 3(2) of the Companies
(Beneficial Interest and Significant Beneficial Interest) Rules, 2017]

To
Name of the company:
Registered office address:

1. Particulars of the beneficial owner

Sl. No. Name of the Address and E- Date of Birth/ Father’s/
Beneficial mail id Age Mother’s/
Owner Spouse’s name
(1) (2) (3) (4) (5)
Occupation Nationality PAN/UIN/CIN (in Passport No.
case of company) (in case of
foreign
national)
(6) (7) (8) (9)

2. Particulars of the shares in which beneficial interest is held by the person making
declaration:
i) Class of shares:
ii) Number and percentage of shares:
iii) Shares/ securities in physical form
Distinctive numbers: From.......... To...........
Certificate No.:
Folio No.
iv) Shares/ securities in Demat form
DP ID/ Client ID :
No. of shares:
Any other:
v) Nominal value of shares:
vi) Paid up value of shares:
vii) Direct/ Indirect percentage of voting rights:

3. Declaration

2 Previously, MGT-5

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In pursuance of sub-section (2) of section 89 of the Companies Act 2013, I
..........................................hereby declare that I hold / have acquired the beneficial interest in
the above mentioned shares of the company which are registered in the name of the person
whose particulars are furnished below:

4. Particulars of the registered owner

Sl. No. Name of the Address and E- Date of Birth/ Father’s/

registered owner mail id Age Spouse’s name
(1) (2) (3) (4) (5)
Occupation Nationality PAN/UIN/CIN (in Passport No.
case of company) (in case of
foreign
national)
(6) (7) (8) (9)

5. Details of the beneficial interest:

i) Date of creation / acquisition of beneficial interest:

ii) Mode of acquisition of beneficial interest: Allotment /
Transfer / others, specify
iii) Nature of the beneficial interest:
iv) Reasons for not registering shares in my name:
v) Particulars of the instrument/ document, if any, showing the creation of such
beneficial interest:
vi) Direct/ Indirect percentage of voting rights:

6. Particulars of the person from whom the beneficial interest is acquired, if applicable:
i) Name of the transferor of beneficial interest:
ii) Whether shares were registered in his name:
(If not, whether any declaration under sub-section (2) of section 89 was filed by him to
the company. If so, date of such declaration)
iii) Particulars of the instrument/ document, if any, showing the transfer of such
beneficial interest:

7. Particulars of change in beneficial interest: (if applicable)

i) Date of change:
ii) Nature of the change in the beneficial interest:
iii) Brief particulars of such change:
iv) Reason for such change:
v) Particulars of the instrument/ document, if any, showing the change in such beneficial
interest:

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Date:
Place:

Attestation

I, confirm that all information provided in the above declaration is accurate and reliable.

[Name]

[Signature of the registered owner]

Signature of the beneficial owner

CERTIFICATE

I hereby certify that the beneficial interest in the shares mentioned above has been transferred
by me on ................

Signature of the person who has transferred the beneficial interest in the shares
Date:
Place:

Enclosures:
(a) Proof of identity of the registered owner and beneficial owner
(b) Instrument/ document under which the beneficial interest is created/ transferred/ changed.

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 Form no. BEN-33
Return to the Registrar in respect of declaration under section 89 received by the
company
[Pursuant to section 89(6) of the Companies Act, 2013 and rule 4 of the Companies
(Beneficial Interest and Significant Beneficial Interest) Rules, 2017]

1. (a) CIN:
(b) GLN:

2. (a) Name of the company:

(b) Registered office address:
(c) E-mail id:

3. Particulars of beneficial interest:

S. No. Date of Date of Particulars of shares in respect of which beneficial
declaration receipt of interest is created
s under the said Class of shares No. and Distinctive
sub-section declaration percentage of Nos. of
(1), (2) or s by the shares shares
(3) of company
section 89
(1) (2) (3) (4) (5) (6)
Particulars of shares in respect of Particulars of registered owner
which beneficial interest is created

Face value of Paid up value of Name & Addres Father’s/ Date Folio
shares shares Nationalit s and e- Mother’s of no.
y mail id / entry
Spouse’s in the
Name registe
r
(7) (8) (9) (10) (11) (12) (13)
Particulars of beneficial owner Date and Nature of Remarks
Name & Address Father’s/ beneficial interest
Nationalit and e-mail Spouse’s
y id Name

(14) (15) (16) (17) (18)

Date:

3 Previously, MGT-6

10
Place:
Attachments:
1. declaration under section 89 (1);
2. declaration under section 89 (2);
3. declaration under section 89 (3);
4. Optional attachments, if any.

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 Form No. BEN-4
Declaration by the beneficial owner who holds or acquires significant beneficial interest
in shares
[Pursuant to section 90(1) of the Companies Act, 2013 and rule 5(1)/ 5(2) of the Companies
(Beneficial Interest and Significant Beneficial Interest) Rules, 2017]

To-
Name of the company:
Registered office address:
1. Particulars of the shares in which significant beneficial interest is held by the person
making declaration:
i) Class of shares:
ii) Number and percentage of shares:
iii) Shares/ securities in physical form
Distinctive numbers: From.......... To...........
Certificate No.:
Folio No.
iv) Shares/ securities in Demat form
DP ID/ Client ID :
No. of shares:
Any other:
v) Nominal value of shares:
vi) Paid up value of shares:

2. Particulars of the holder of the significant beneficial interest

Sl. No. Name of the Address and E- Date of Birth/ Father’s/
Beneficial mail id Age Mother’s/
Owner Spouse’s name
(1) (2) (3) (4) (5)
Occupation Nationality PAN/UIN/CIN (in Passport No.
case of company) (in case of
foreign
national)
(6) (7) (8) (9)

3. Declaration
In pursuance of sub-section (1) of section 90 of the Companies Act 2013, I
..........................................hereby declare that I hold / have acquired a significant beneficial
interest in the above mentioned shares of the company which are registered in the name of
the person whose particulars are furnished below:

4. Particulars of the registered owner

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Sl. No. Name of the Address and E- Date of Birth/ Father’s/
registered owner mail id Age Spouse’s name
(1) (2) (3) (4) (5)
Occupation Nationality PAN/UIN/CIN (in Passport No.
case of company) (in case of
foreign
national)
(6) (7) (8) (9)

5. Details of the significant beneficial interest:

i) Date of creation / acquisition of significant beneficial interest:
ii) Mode of acquisition of significant beneficial interest: Allotment /Transfer / others,
specify
iii) Nature of the significant beneficial interest:
iv) Reasons for not registering shares in my name:
v) Particulars of the instrument/document, if any, showing the creation of such
significant beneficial interest:
vi) Direct/ Indirect percentage of voting rights:

6. Particulars of the person from whom the significant beneficial interest is acquired, if
applicable:
i) Name of the transferor of significant beneficial interest:
ii) Whether shares were registered in his name:
(If not, whether any declaration under sub-section (2) of section 89 was filed by him to
the company. If so, date of such declaration)
iii) Particulars of the instrument/ document, if any, showing the transfer of such
significant beneficial interest:

Date:
Place:

Signature of the holder of the significant beneficial interest

CERTIFICATE
I hereby certify that the significant beneficial interest in the shares mentioned above has been
transferred by me on ................

Signature of the person who has transferred the significant beneficial interest in the shares
Date:
Place:

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Enclosures:
(a) Proof of identity of the registered owner and holder of the significant beneficial interest
(b) Instrument/ document under which the significant beneficial interest is created/
transferred/ changed.

14
 Form No. BEN-5
Return to the Registrar in respect of declaration under section 90 received by the
company

[Pursuant to section 90(4) of the Companies Act, 2013 and rule 6 of the Companies
(Beneficial Interest and Significant Beneficial Interest) Rules, 2017]

1. (a) CIN:

(b) GLN:

2. (a) Name of the company:

(b) Registered office address:

(c) E-mail id:

3. Particulars of significant beneficial interest:

S. No. Date of Date of Particulars of shares in respect of which beneficial

declarations receipt of interest is created
under sub- the said
Class of shares No. of shares Distinctive
section (1) of declarations
Nos. of
section 90 by the
shares/ DP
company
and Client
ID of shares
(1) (2) (3) (4) (5) (6)

Particulars of shares in respect of Particulars of registered owner

which beneficial interest is created

Face value of Paid up value of Name & Addres Father’s/ Date Folio
shares shares Nationalit s and e- Mother’s of no./
y mail id / entry DP/C
Spouse’s in the lient

15
 Name registe ID
r

(7) (8) (9) (10) (11) (12) (13)

Particulars of beneficial owner Date and Nature of Remarks

beneficial interest
Name & Address Father’s/
Nationalit and e-mail Spouse’s
y id Name

(14) (15) (16) (17) (18)

Date:

Place:

Attachments:

1. Declaration under section 90 (1);

2. Optional attachments, if any.

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 Form no. BEN-6

Register of beneficial owners holding significant beneficial interest

[Pursuant to section 90(2) of the Companies Act, 2013 and rule 5(1) of the Companies
(Beneficial Interest and Significant Beneficial Interest) Rules, 2017]

Name of the company:

Registered office address:

1. Particulars of the beneficial owner holding significant beneficial interest

Sl. No. Name of the Address and E- Date of Birth/ Father’s/
Beneficial mail id Age Mother’s/
Owner Spouse’s name
(1) (2) (3) (4) (5)
Occupation Nationality PAN/UIN/CIN (in Passport No. (in Status
case of company) case of foreign
national)
(6) (7) (8) (9) (10)
Date of Date of Amount of Any other Instructions, if
declaration cessation guarantee, if any interest, if any any, given by the
under section 90 member wt

2. Particulars of the shares in which significant beneficial interest is held by the beneficial
owner:
i) Class of shares:
ii) Number of shares:
iii) Shares/ securities in physical form
Distinctive numbers: From.......... To...........
Certificate No.:
Folio No.
iv) Shares/ securities in Demat form
DP ID/ Client ID :
No. of shares:
Any other:
v) Nominal value of shares:
vi) Paid up value of shares:

17
 Form no. BEN-7

[Pursuant to section 90(5) of the Companies Act, 2013 and rule 9 of the Companies
(Beneficial Interest and Significant Beneficial Interest) Rules, 2017]

[<<Insert Company Name>>] (the “Company”)

<<Insert Date>>

[By post/email]

To:

Name and address of SBO/any other person

Date:

Subject: Notice under sub-section (5) of Section 90 of the Companies Act, 2013 and rules
made there under

The Company has reasonable cause to believe that* :

 you are a significant beneficial owner of the company;

 have knowledge of the identity of significant beneficial owner of

………………..likely to have such knowledge;

 have been a significant beneficial owner of the company during the three years
immediately preceding the date of this notice, and

in respect of the above significant beneficial ownership the return prescribed under Section
90 of the Act has not been filed in compliance with the Act.

You are accordingly advised to give the following information within 30 days of the date of
this notice in accordance with the section 90 of the Companies Act, 2013 :

1. Name and Address of the Beneficial Owner (B.O) (i.e. yourself or the significant BO
if you are not the significant BO)

2. PAN of the B.O

3. Name of the person/entity/trust/body etc in whose name the shares/rights are

registered/held

4. Folio number/DP and Client ID of the shares/securities

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 5. Nominal value of the shares/securities

6. Date of acquiring beneficial interest

7. Documents, terms and conditions or any other particulars regarding the BO ownership

8. Reason for not filing declaration in Form No. BEN-4.

9. Any other information incidental to or relevant or in your possession or knowledge to

enable the company to evaluate this matter

The abovementioned particulars should be submitted in writing to the registered address of

the company not later than 30 days of the date of this notice failing which the company shall
proceed in the matter without further notice as per the provisions of the Act.

Name & signature

(Person authorized to issue notice)

*Delete whichever is not applicable

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 SCHEDULE II

Fees:

For return of beneficial interest :

For return of significant beneficial interest :

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Relevant Extracts from Companies (Amendment) Bill, 2016

21. In section 89 of the principal Act, after sub-section (9), the following sub-section
shall be inserted, namely:—
"(10) For the purposes of this section and section 90, beneficial interest in a share includes, directly or
indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person alone or together
with any other person to—
(i) exercise or cause to be exercised any or all of the rights attached to such share; or
(ii)receive or participate in any dividend or other distribution in respect of such share.".

22. For section 90 of the principal Act, the following section shall be substituted, namely:—

‘Register of significant beneficial owners in a company’

'90. (1) Every individual, who acting alone or together, or through one or more persons or trust, including a trust
and persons resident outside India, holds beneficial interests, of not less than twenty-five per cent. 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"), shall make a declaration to 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
and any change thereof, as may be prescribed:
Provided that the Central Government may prescribe a class or classes of persons who shall not be required to
make declaration under this sub-section.
(2) Every company shall maintain a register of the interest declared by individuals under sub-section (1) and
changes therein which shall include the name of individual, his date of birth, address, details of ownership in the
company and such other details as may be prescribed.

(3) The register maintained under sub-section (2) shall be open to inspection by any member of the company on
payment of such fees as may be prescribed.
(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.
(5) A company shall give notice, in the prescribed manner, to any person (whether or not a member of the
company) whom the company knows or has reasonable cause to believe—
(a) to be a significant beneficial owner of the company;
(b) to be having knowledge of the identity of a significant beneficial owner or another person likely to have
such knowledge; or
(c) to have been a significant beneficial owner of the company 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 company as required under this section.
(6) The information required by the notice under sub-section (5) shall be given by the concerned person within a
period not exceeding thirty days of the date of the notice.
(7) The company shall,—
(a) where that person fails to give the company the information required by the notice within the time specified
therein; or
(b) where the information given is not satisfactory, apply to the Tribunal within a period of fifteen days of the
expiry of the period specified in the notice, for an order directing that the shares in question be subject to
restrictions with regard to transfer of interest, suspension of all rights attached to the shares and such other
matters as may be prescribed.
(8) On any application made under sub-section (7), the Tribunal may, 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 sixty
days of receipt of application or such other period as may be prescribed.
(9) The company or the person aggrieved by the order of the Tribunal may make an application to the Tribunal
for relaxation or lifting of the restrictions placed under sub-section (8).
(10) If any person fails to make a declaration as required under sub-section (1), he shall be punishable with fine
which shall not be less than one lakh rupees but which may extend to ten lakh rupees and where the failure is a
continuing one, with a further fine which may extend to one thousand rupees for every day after the first during
which the failure continues.

21
(11) If a company, required to maintain register under sub-section (2) and file the information under sub-section
(4), fails to do so or denies inspection as provided therein, the company and every officer of the company who is
in default shall be punishable with fine which shall not be less than ten lakh rupees but which may extend to
fifty lakh rupees and where the failure is a continuing one, with a further fine which may extend to one thousand
rupees for every day after the first during which the failure continues.

(12) If any person wilfully furnishes any false or incorrect information or suppresses any material information
of which he is aware in the declaration made under this section, he shall be liable to action under section 447.'.

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