Section 90: Register of significant beneficial owners in a company
This section is for maintaining a register of significant beneficial owners in a company and requires individuals with significant beneficial interests to make declarations to the company.
Penalty
(10) If any person fails to make a declaration as required under sub-section (1), he shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of one thousand rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees.]
(11) If a company, required to maintain register under sub-section (2) and file the information under sub-section (4) 2[or required to take necessary steps under sub-section (4A)], fails to do so or denies inspection as provided therein, the company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day, after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with a further penalty of two hundred rupees for each day, after the first during which such failure continues, subject to a maximum of one lakh rupees.]
The section, clause by clause
What the section says
In plain terms
(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:
Every individual who holds beneficial interests of not less than twenty-five per cent in shares of a company must make a declaration to the company specifying the nature of their interest and other particulars within the prescribed period.
provisoProvided 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.
Every company must maintain a register of the interests declared by individuals, including their name, date of birth, address, and details of ownership in the company.
(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.
The register maintained by the company shall be open to inspection by any member of the company on payment of the prescribed fees.
(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.
Every company must file a return of significant beneficial owners with the Registrar within the prescribed time, in the prescribed form and manner.
(4A)Every company shall take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require him to comply with the provisions of this section.]
(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 company must give notice to any person it knows or has reasonable cause to believe is a significant beneficial owner, has knowledge of a significant beneficial owner, or has been a significant beneficial owner in the last three years.
(5)(a)to be a significant beneficial owner of the company;
(5)(b)to be having knowledge of the identity of a significant beneficial owner or another person likely to have such knowledge; or
(5)(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.
The person given notice must provide the required information within thirty days of the date of the notice.
(7)The company shall,—
If the person fails to provide the information or provides unsatisfactory information, the company must apply to the Tribunal within fifteen days for an order directing that the shares be subject to restrictions.
(7)(a)where that person fails to give the company the information required by the notice within the time specified therein; or
(7)(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.
The Tribunal may make an order restricting the rights attached to the shares within sixty days of receipt of the application.
(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), within a period of one year from the date of such order:
provisoProvided that if no such application has been filed within a period of one year from the date of the order under sub-section (8), such shares shall be transferred, without any restrictions, to the authority constituted under sub-section (5) of section 125, in such manner as may be prescribed;]
(9A)The Central Government may make rules for the purposes of this section.]
(10)If any person fails to make a declaration as required under sub-section (1), he shall be liable to a penalty of fifty thousand rupees and in case of continuing failure, with a further penalty of one thousand rupees for each day after the first during which such failure continues, subject to a maximum of two lakh rupees.]
(11)If a company, required to maintain register under sub-section (2) and file the information under sub-section (4) 2[or required to take necessary steps under sub-section (4A)], fails to do so or denies inspection as provided therein, the company shall be liable to a penalty of one lakh rupees and in case of continuing failure, with a further penalty of five hundred rupees for each day, after the first during which such failure continues, subject to a maximum of five lakh rupees and every officer of the company who is in default shall be liable to a penalty of twenty-five thousand rupees and in case of continuing failure, with a further penalty of two hundred rupees for each day, after the first during which such failure continues, subject to a maximum of one lakh rupees.]
(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.]
If any person wilfully furnishes false or incorrect information or suppresses material information in the declaration, they shall be liable to action under section 447.
The right-hand column is written from the section text, not quoted from it, and it has no legal force. Where the two differ, the left-hand column is the law.
Amendment notes
- 1. Subs. by Act 29 of 2020, s. 18, for sub-section (5) (w.e.f. 21-12-2020).
- 2. The words and figures “within the time specified under section 403” omitted by Act 1 of 2018, s. 21 (w.e.f. 7-5-2018).
- 3. Subs. by Act 29 of 2020, s. 18, for sub-section (7) (w.e.f. 21-12-2020).
- 4. Ins. by Act 1 of 2018, s. 21, (w.e.f. 13-6-2018).
- 5. Ins. by Act 29 of 2020, s. 18 (w.e.f. 22-1-2021).
- 6. Subs. by Act 1 of 2018, s. 22, for section 90 (w.e.f. 13-6-2018).
- 1. Ins. by Act 22 of 2019, s. 14 (w.e.f. 15-8-2019).
- 2. Subs. by Act 22 of 2019, s. 14, for sub-section (9) (w.e.f. 2-11-2018).
- 3. Ins. by s. 14, ibid. (w.e.f. 15-8-2019).
- 4. Subs.by Act 29 of 2020, s. 19, for sub-section (10) (w.e.f. 21-12-2020).
- 1. Subs. by Act 29 of 2020, s. 19, for sub-section (11) (w.e.f. 21-12-2020).
- 2. Clause (c) omitted by Act 1 of 2018, s. 23 (w.e.f. 5-3-2021).
- 3. The words “indicating their names, addresses, countries of incorporation, registration and percentage of shareholding held by them” omitted by s. 23, ibid (w.e.f. 5-3-2021).
This section refers to
Referred to by
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Reproduced from the official India Code print for reference. Check the current text on India Code before you rely on it, and read the section alongside its Rules. Nothing here is legal advice.