BEN 2 Summarization

Every Company incorporated under the Companies Act, 2013 is required to file BEN-2 reporting the details of the Significant Beneficial Owner. However, the following companies are exempt:

1. Individual holding shares in his own name
2. The Individual entitled for Beneficial Interest declares his interest under Section89(2) to the reporting Company
3. IEPF Authority;
4. Holding Reporting Company only if the details of such holding reporting company are reported in BEN-2
5. SEBI registered Investment Vehicle such as
   1. Mutual Funds
   2. Alternative Investment Funds
   3. Real Estate Investment Trusts
   4. Infrastructure Investment Trust
6. Investment Vehicles regulated RBI or IRDAI, PF Regulatory and Development Authority
7. Central Government, State Government or any Local Authority
8. A reporting company/ body corporate/ entity controlled by Central Government, State Government or any Local Authority

Process:

1. Step 1 : Entity shall Report in BEN 1 to the Company;
2. Step 2: Company shall report the ROC in Eform BEN 2 within 30 days of receipt of BEN 1
3. Step 3: Company shall also maintain the register of Significant Beneficial Owner in BEN 3;
4. Step 4: Company shall take all necessary steps to find out eh significant beneficial owners and shall issue notice to them in BEN 4
5. Step 5: Company can even apply to the NCLT in case of failure on part of the shareholders to provide the relevant information

Penal Provision:

1. Reporting Company: Failure to maintain register and file the information, then such company and every officer in default shall be punishable with
   1. fine which may vary from Rs. 10 lakh to Rs. 50 lakh and
   2. for continuing default, fine of Rs. 1,000/- per day
2. Person holding Beneficial Interest: Failure to Disclose will attract
   1. Imprisonment upto 1 year, or
   2. Fine between Rs. 1 lakh to Rs. 10 lakh, or
   3. with both and
   4. in case of continuing default, Rs. 1,000/- per day

Forms and Registers under Section 90:

1. BEN-1: Individual to report the Company about its beneficial interest.
2. BEN-2: Reporting Company to report to ROC within 30 days of receipt of BEN-1.
3. BEN-3: Register of Significant Beneficial Owner
4. BEN-4: Notice to be issued by Company to person whom it has reasonable cause to believe and is not registered as SBO of the Company

DUE date for filing of BEN-1 and BEN-2

The date of submission of filing of BEN-1 should be any day between 08.02.2019 and 08.05.2019.

BEN-2 is to be filed initially within 30 days of deployment of form and thereafter within 30 days of receipt of BEN-1 by the reporting company.

Duty and Remedies of the Reporting Company

1. Every Reporting Company shall give notice to Any Person (whether or not the member of the Reporting Company) whom it has reasonable cause to believe
   1. to be the SBO of the Company
   2. having the knowledge of SBO or any other person likely to have such knowledge; or
   3. who has been SBO at any time during immediately preceeding 3 years from the date of issue of notice and such person is not registered as SBO of the Reporting Company

2. Such Person shall provide the information to the Reporting Company within 30 days      of date of Notice.

In case the person

1. fails to provide information within specified time or
2. where the information is not satisfactory

Then the Company shall file an application to NCLT within 15 days of expiry of the date specified in the notice to restrict the right with regard to transfer of interest, suspension of all rights attached with the shares specified in the notice and such other matters as may be prescribed.