The Ministry of Corporate Affairs of the Government of India has issued a new notification on 15th July 2024, amending the Companies (Significant Beneficial Owners) Rules, 2018. This significant update, executed under the authority conferred by section 90 and sections 469 (1) and (2) of the Companies Act, 2013, introduces crucial changes, particularly in the filing requirements for Form No. BEN-2.
The Companies (Significant Beneficial Owners) Rules, 2018, initially established a framework for identifying individuals who hold significant beneficial ownership in a company. This framework is crucial for maintaining transparency and preventing fraudulent activities by ensuring that significant beneficial owners are properly declared and recorded.
Key Changes in the Amendment
1. Substitution of Form No. BEN-2 The most notable change brought by this amendment is the substitution of the existing Form No. BEN-2 with a new form. This new form aims to streamline the process of declaring significant beneficial ownership and the changes related to it.
2. Form No. BEN-2: Detailed Breakdown
- Company Information
- Corporate Identity Number (CIN)
- Name and registered office address of the company
- Purpose of filing the form, which includes declarations for holding reporting company, significant beneficial ownership, changes in particulars, and changes leading to removal of existing significant beneficial ownership.
- Declaration of Significant Beneficial Ownership: Detailed fields for declaring significant beneficial ownership under Section 90, including the number of significant beneficial owners, particulars of ownership, and any changes to existing ownership.
- Change in Particulars: Provisions for updating the particulars of existing significant beneficial owners, including details such as ID, name, and date of changes in significant beneficial interest.
- Cessation of Control: Fields to declare cessation of control or significant influence by the significant beneficial owner, including supporting documentation.
- Direct or Indirect Holding Details: Comprehensive details on how the significant beneficial interest is held, whether directly or indirectly, including by shares, voting rights, distributable dividends, or significant influence.
3. Additional Compliance and Documentation: The new form emphasizes the need for comprehensive documentation and digital signatures from authorized personnel, ensuring that the information provided is accurate and verified by a practicing professional such as a Chartered Accountant, Cost Accountant, or Company Secretary.
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GOVERNMENT OF INDIA
MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, 15 July, 2024.
G.S.R: (E).- In exercise of the powers conferred by section 90 read with sub-sections (1) and (2) of section 469 read with section 90 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Significant Beneficial Owners) Rules, 2018, namely:-
1. (1) These rules may be called the Companies (Significant Beneficial Owners) Amendment Rules, 2024.
(2) They shall come into force on the date of their publication in the Official Gazette.
2. In the Companies (Significant Beneficial Owners) Rules, 2018, in Annexure, for Form No. BEN-2 , the following Form shall be substituted, namely:—
Form No. BEN-2
Form language
English Hindi
Return to the Registrar in respect of declaration under section 90
[Pursuant to section 90(4) of the Companies Act, 2013 and rule 4 and rule 8 of the Companies (Significant Beneficial Owners) Rules, 2018]
Company Information
| 1 *Corporate Identity Number (CIN) | |
| 2(a) *Name of the Company | |
| (b) *Registered office address | |
| (c) *email id |
3 *Purpose of filing the form
| ❑ For declaration of holding reporting company | ❑ For declaration of Significant Beneficial Ownership under Section 90 |
| ❑ For change in particulars of existing Significant Beneficial Significant Beneficial Ownership under Section 90 | ❑ For Change of the existing Significant Beneficial Ownership under Section 90 |
| ❑ Change of the existing holding reporting company | – |
4 For declaration of holding reporting company
(applicable in case ‘For declaration of holding reporting company’ is selected in data field 3)
| (a) CIN of the holding reporting company | |
| (b) Name of the holding reporting company |
5 (a) For declaration of Significant Beneficial Ownership under Section 90
(applicable in case ‘For declaration of Significant Beneficial Ownership under Section 90’ is selected in data field 3)
| (i) Number of Significant Beneficial Owners for whom the form is being filed |
–
| Significant Beneficial Owner | Number of Members through whom indirect holding or right in reporting company is being exercised |
| SB01 | |
| SB02… |
–
| Add row | Delete row | Download excel Template’ | Import from Excel |
5 (b) For change in particulars of Significant Beneficial Ownership under Section 90
(applicable in case ‘For change in particulars of Significant Beneficial Ownership under Section 90’ is selected in data field 3)
| (i) Number of Significant Beneficial Owners for whom particulars are to be changed |
–
| Significant Beneficial Owner | Number of Members through whom indirect holding or right in reporting company is being exercised |
| SB01 | |
| SB02… |
–
| Add row | Delete row | Download excel Template’ | Import from Excel |
5 (c) For change of existing Significant Beneficial Ownership under Section 90
(applicable in case ‘For change (leading to removal) of existing Significant Beneficial Ownership under Section 90’ is selected in data field 3)
| (i) Number of Significant Beneficial Owner to be changed | ||||||
| Download excel Template | Import from Excel | |||||
| (ii) ID of the Significant Beneficial Owner to be changed | ||||||
| (iii) Name of Significant Beneficial Owner to be changed | ||||||
| (iv) Date of change of Significant Beneficial Interest (DD/MM/YYYY) | ||||||
| (v) Date of declarations under sub-section (1) of section 90 (DD/MM/YYYY) | ||||||
| (vi) Date of receipt of the declaration by the company (DD/MM/YYYY) | ||||||
| (vii) Whether control or significant influence has ceased |
|
|
||||
| If yes, provide copy of relevant document | Choose File | Remove | Download | |||
| (viii) Details of direct or indirect control by the SBO after such cessation/change (select all that apply) | ||||||
–
| (i) By virtue of shares | % | |||
| (ii) By virtue of voting rights in shares | % | |||
| (iii) By virtue of rights on distributable dividend or any other distribution | % | |||
| (iv) By virtue of exercise of control (attach copy of agreement) | ||||
| Copy of Agreement | Choose File | Remove | Download | |
| (v) By virtue of exercise of significant influence (attach copy of agreement) | ||||
| Copy of Agreement | Choose File | Remove | Download | |
6 Details and particulars of Members
6A Manner in which significant beneficial interest is being held or exercised either indirectly or together with any direct holding or right (select one or more as may be applicable)
| ❑ By virtue of shares | % | |||
| ❑ By virtue of voting rights in shares | % | |||
| ❑ By virtue of rights on distributable dividend or any other distribution | % | |||
| (iv) By virtue of exercise of control (attach copy of agreement) | ||||
| Copy of Agreement | Choose File | Remove | Download | |
| ❑ By virtue of exercise of significant influence (attach copy of agreement) | ||||
| Copy of Agreement | Choose File | Remove | Download | |
–
| (a) Type of Member | – |
| (b) CIN/FCRN/LLPIN or any other registration number | |
| (c) Name of the Member | |
| (d) Address of the Member | |
| (d)(i) Address Line 1 | |
| (ii) Address Line 2 | |
| (iii) Country | |
| (iv) Pin Code/Zip code | |
| (v) Area/Locality | |
| (vi) City | |
| (vii) District | |
| (viii) State/UT | |
| (e) Email ID of the Member | |
| (f) Date of entry of name in register u/s 88 (DD/MM/YYYY) |
6C Other details of the members
| (a) Status of the SBO | |
| (b) Whether individual (SBO) has majority stake in the | |
| (c) Corporate Identity number (CIN) or Foreign Company Registration Number (FCRN) or any other registration number | |
| (d) Name of the ultimate holding company | |
| (e) Whether the individual (SBO): | |
| (f) Corporate Identity number (CIN) or Foreign Company Registration Number (FCRN) or any other registration number | |
| (g) Name of the body corporate partner / ultimate holding company |
–
| (a) ID of the Significant Beneficial Owner | |
| (a)(i) Income Tax PAN | |
| Verify income tax PAN | |
| (ii) Passport Number | |
| (b) Name of the Significant Beneficial Owner | |
| (b)(i) First Name | |
| (ii) Middle Name | |
| (iii) Last Name | |
| (c) Father’s Name (Even married women must give father’s name) | |
| (c)(i) First Name | |
| (ii) Middle Name | |
| (iii) Last Name | |
| (d) Date of Birth (DD/MM/YYYY) | |
| (e) Nationality | |
| (f) Whether a citizen of India | |
| (g) Address of Significant Beneficial Owner | |
| (g)(i) Address Line 1 | |
| (ii) Address Line 2 | |
| (iii) Country | |
| (iv) Pin Code/Zip code | |
| (v) Area/Locality | |
| (vi) City | |
| (vii) District | |
| (viii) State/UT | |
| (ix) Email ID of the Significant Beneficial Owner | |
| (h)(i) Date of acquiring Significant Beneficial Interest (DD/MM/YYYY) | |
| (ii) Date of declarations under sub-section (1) of section 90 (DD/MM/YYYY) | |
| (iii) Date of receipt of the declaration by the company (DD/MM/YYYY) | |
| (i) Whether Significant Beneficial Owner has any direct holding or right in the reporting company |
j. If yes, enter details below:
| (j)(i) By virtue of shares | ||||
| (ii) By virtue of voting rights in shares | ||||
| (iii) By virtue of rights on distributable dividend or any other distribution | ||||
| (iv) By virtue of exercise of control (attach copy of agreement) | ||||
| Copy of Agreement | Choose File | Remove | Download | |
| (v) By virtue of exercise of significant influence (attach copy of agreement | ||||
| copy of agreement | Choose File | Remove | Download | |
7 Change of the exiting holding reporting company
(applicable in case ‘Change (leading to removal) of the existing holding reporting company’ is selected in data field 3)
| (b) CIN of the holding reporting company | |
| (c) Name of the holding reporting company | |
| (d) Effective date of change of holding reporting company (DD/MM/YYYY) |
Attachments
| (c) *Declaration under Section 90 | |
| (d) Optional attachment, if any. |
Declaration
To the best of my knowledge and belief, the information given in this form and attachments is correct and complete. I have been authorised by board of directors’ resolution number _________________ dated * _________________ (DD/MM/YYYY) to sign and submit this form.
| *To be digitally signed by | DSC BOX |
| *Designation
(Director/Manager/CFO/ CEO/ Company Secretory/Managing Director) |
|
| *Director identification number of the director; or DIN or PAN of the manager or CEO or CFO; or Membership number of the Company secretary |
Certificate by Practicing Professional
It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder for the subject matter of this form and matters incidental thereto and I have verified the above particulars (including attachment(s)) from the original records maintained by the Company which is subject matter of this form and found them to be true, correct and complete and no information material to this form has been suppressed.
Category:
- Chartered accountant (in whole-time practice) or
- Cost accountant (in whole-time practice) or
- Company secretary (in whole-time practice)
| *To be digitally signed by | DSC BOX |
| *Whether associate or fellow: | |
|
|
| *Membership number | |
| Certificate of practice number | |
|
Note: Attention is drawn to provisions of Section 448 and 449 of the Companies Act, 2013 which provide for punishment for false statement / certificate and punishment for false evidence respectively.
This eForm has been taken on file maintained by the register of companies through electronic mode and on the basis of statement of correctness given by the Director and professional.
| For office use only: | |
| eForm Service request number (SRN) | |
| eForm filing date (DD/MM/YYYY) |
[F.No. 1/1/2018 CL-V]
(Manoj Pandey)
Additional Secretary to the Government of India
Note: The principal rules were published in the Gazette of India, Part II, Extra ordinary, Section 3, Sub-section (i), vide number G.S.R. 561(E), dated the 13th June, 2018 and last amended, vide number G.S.R. 466(E), dated 1st July, 2019.
