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90. Investigation
of beneficial
ownership of
shares in
certain
cases
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Where
it appears to the Central Government that there are reasons so to do, it may
appoint one or more competent persons to investigate and report as to
beneficial ownership with regard to any share or class of shares and the
provisions of section 216 shall, as far as may be, apply to such
investigation as if it were an investigation ordered under that section.
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(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.
(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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A
section substituted
A
new concept of significant beneficial
owner is introduced whereby every individual acting alone or together, or
through one or more persons or trust, including a trust and persons resident
outside India, who holds beneficial interests – 10% or more(Rules) is
required to make declaration to Company in BEN-1 or changes therein within 90
days from 13.06.2018
Company to file return with registrar
in BEN-2 about declaration received within 30 days
Register
of beneficial interest is to be maintained by the company in BEN - 3
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94.
Place of keeping and inspection of registers, returns etc.
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(1) The registers required to
be kept and maintained by a company under section 88 and copies of the annual
return filed under section 92 shall be kept at the registered office
of the company:
Provided that such registers or copies
of return may also be kept at any other place in India in which more than
one-tenth of the total number of members entered in the register of members
reside, if approved by a special resolution passed at a general meeting of
the
company and the Registrar has been
given a copy of the proposed special resolution in advance:
Provided further that the period for
which the registers, returns and records are required to be kept shall be
such as may be prescribed.
(3) Any such member,
debenture-holder, other security holder or beneficial owner or
any other person may—
(a) take extracts from any
register, or index or return without payment of any fee; or
(b)
require a copy of any such register or entries therein or return on payment
of such fees as may be prescribed.
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1) The
registers required to be kept and maintained by a company under section 88
and copies of the annual return filed under section 92 shall be kept at the
registered office
of the company:
Provided that such registers or copies
of return may also be kept at any other place in India in which more than
one-tenth of the total number of members entered in the register of members
reside, if approved by a special resolution passed at a general meeting of
the company and the Registrar has been given a copy of the proposed special
resolution in advance:
Provided further that the period for
which the registers, returns and records are required to be kept shall be
such as may be prescribed.
(3) Any such member,
debenture-holder, other security holder or beneficial owner or
any other person may—
(a) take extracts from any
register, or index or return without payment of any fee; or
(b) require a copy of any such
register or entries therein or return on payment of such fees as may be
prescribed.
Provided that such particulars of the
register or index or return as may be prescribed shall not be available for
inspection under sub-section (2) or for taking extracts or copies
under this sub-section
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Certain particulars of register or
index or return as prescribed will not be available for inspection or for
taking extracts.
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96.
Annual
general
meeting
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(2) Every annual general
meeting shall be called during business hours, that is, between 9 a.m. and 6
p.m. on any day that is not a National Holiday and shall be held either at
the registered office of the company or at some other place within the city,
town or village in
which the registered office of the
company is situate:
Provided that the Central Government
may exempt any company from the provisions
of
this sub-section subject to such conditions as it may impose.
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2) Every annual
general meeting shall be called during business hours, that is, between 9
a.m. and 6 p.m. on any day that is not a National Holiday and shall be held
either at the registered office of the company or at some other place within
the city, town or village in which the registered office of the company is
situate:
Provided
that annual general meeting of an unlisted company may be held at any place
in India if consent is given in writing or by electronic mode by all the
members in advance:
Provided further that
the Central Government may exempt any company from the provisions of this
sub-section subject to such conditions as it may impose.
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Relaxation to unlisted company to hold
AGM at any place in India if consent is
received from all the members in advance
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Section
216 Investigation of ownership of company
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(1)
Where it appears to the Central Government that there is a reason so to do,
it may appoint one or more inspectors to investigate and report on matters
relating to the company, and its membership for the purpose of determining
the true persons—
(a) who are or have been financially
interested in the success or failure, whether real or apparent, of the
company; or
(b) who are or have been able to control or
to materially influence the policy of the company
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(1) Where it appears to the Central
Government that there is a reason so to do, it may appoint one or more
inspectors to investigate and report on matters relating to the company, and
its membership for the purpose of determining the true persons—
(a) who are or have been financially
interested in the success or failure, whether real or apparent, of the
company; or
(b) who are or have been able to control or
to materially influence the policy of the company; or
(c)
who have or had beneficial interest in shares of a company or who are or have
been beneficial owners or significant beneficial owner of a company."
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CG
may appoint inspectors to investigate matters relating to beneficial interest in shares of a company
or who are or have been beneficial owners or significant beneficial owner of
a company
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