THE INSTITUTE OF
Company Secretaries of India

IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament

MCA/2019

July 25, 2019

Shri Injeti Srinivas, IAS
Secretary
Ministry of Corporate Affairs
Government of India
Shastri Bhawan,
Dr. Rajendra Prasad Road,
New Delhi — 110 001

Sir,

Subject: Form BEN-2 under the Companies (Significant Beneficial Owners) Rules, 2018 — Reg.

In terms of the Companies (Significant Beneficial Owners) Rules, 2018, every individual who is a significant beneficial owner in a reporting company, is required to file a declaration in Form No. BEN-1 to the reporting company within ninety days from commencement of the Companies (Significant Beneficial Owners) Amendment Rules, 2019 i.e. 8th May, 2019.

Upon receipt of such declaration, the reporting company is required to 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.

In this regard, we wish to submit the following issues which are being faced by the professionals in filing the form:

Additional fee

As Form BEN-2 was deployed on MCA portal w.e.f. 2nd July, 2019 and as per MCA circular dated 6th September, 2018, “the time limit for filing Form BEN-2 would be 30 days from the date of deployment of BEN-2 e-form on the MCA portal and no additional fee will be levied if the same is filed within 30 days from the date of deployment of the said e-form.”

We wish to state that while filing Form BEN-2, in Point No. (E) (1) which requires filling the `Date of receipt of the declaration by the Company’. Such dates are prior to May 09, 2019 if Form BEN-1 is received by the company within the due date. In such cases, while uploading Form BEN-2, MCA system is levying additional fees even if such Form is filed within 30 days of its deployment. However, in terms of MCA circular dated 6th September, 2018, normal fees should have been charged by MCA in such cases.

Also Read- Time limit for filing e-form No. BEN-2 extended upto 30.09.2019

Holding Reporting Company

The rules are not applicable to the extent the share of the reporting company is held by its holding reporting company under Rules 8 (b) of the Companies (Significant Beneficial owners) Rules, 2018. However, in such cases, the subsidiary company has to report the details of such holding reporting company Form No. BEN-2. In such case, point no. 3 requires details of, TIN of the holding reporting company’. While filing form 1No. BEN-2, a message pops Up asking that declaration as required under Section 90 (1) is not attached. However, the provisions of Section 90 read with the Rules provides exemption from such filing. The holding reporting company is exempted from filing BEN-1 and therefore, the same can’t be attached.

SBO in more than one company

In case an individual is SBO in more than one company, Form BEN-2 is not getting filed.

Resolution:

a. Whether the “persons acting with concert” filed with stock exchanges under the SEBI Takeover Regulations shall be deemed to be as “acting together” for identification of SBO;

b. Whether single shareholding of individual is to be considered for identification of majority stake in body corporate member or it shall be taken together with persons acting together with such individual

We request for necessary technical changes at the back end system of MCA-21, so that the form can be filed by the due date.

We shall be pleased to provide any further information or clarification on hearing from your good office.

Thanking you,

Yours faithfully,

(CS Ashok Kumar Dixit)
Officiating Secretary
The Institute of Company Secretaries of India

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