Sl No

Question(s)

Answer(s)

1.

Which Company shall maintain Registered of members

Every Company

2.

What are types of Registered

• Register of members
• Register of Debenture Holders
• Registered of Security holders

3.

Tenure for preservation of Register of members including Foreign members

Permanently

4.

Tenure for Registered of Debenture and security holder including foreign holders

Eight Years

5.

Custodian of register

CS or any Individual authorized by BOD

6.

Forms for Register (Company having Share Capital)

• MGT-1 (Registered of Members)
• MGT-2 (Registered of Debenture Holders/Security Holders)
• MGT-3 (Change in place of keeping Register)

7.

Register for company not having share capital

Register shall contain:

8.

Registered of members for Company not having share capital

Register of members shall contain the following particulars, in respect of each member, namely: -

• Name
• Address / ROA
• Email
• PAN
• CIN
• Father/mother/spouse/Guardian/Nominee name
• Occupation
• Status
• Nationality
• DOB
• Date of member and cessation
• Amount of Guarantee

9.

Timeline within which registered must be maintain

• within seven days after the Board of Directors or its duly constituted committee approves the allotment or transfer of shares, debentures or any other securities, as the case may be.

10.

Place of maintenance of register

• At RO
• At other place subject to SR by members where 1/10^th of total members reside.

11.

In case following changes occurred status of members or debenture holders: -

• Due to Death / Insolvency / Change of Name / Transfer to IEPF / Other reason
• Order of SEBI/ court/ Competent Authority

• , the necessary reference of such order shall be indicated in the respective register

12.

- any pledge, charge, lien or hypothecation created by the promoters in respect of any securities of the company held by the promoter including the names of pledgee/pawnee and any revocation therein.

- If promoters of any listed company, which has formed a joint venture company with another company have pledged or hypthoticated or created charge or lien in respect of any security of the listed company in connection with such joint venture company

• the particulars of such pledge, hypothecation, charge and lien shall be entered in the register members of the listed company within fifteen days from such an event.

13.

- Every registered maintain under this section-

- maintenance of index is not necessary in case the number of members is less than fifty.

• Shall include an index of the names entered in the respective registers and the index shall, in respect of each folio and contain sufficient indication to enable the entries relating to that folio in the register to be readily found

14.

Foreign Register of members, debenture holders, other security holders or beneficial owners residing outside India

• Register of members or as the case may be, of debenture holders or of any other security holders or of beneficial owners, resident in that country
• The foreign register shall be maintained in the same format as the principal register.

15.

Inspection of foreign register

• A foreign register shall be open to inspection and may be closed, and extracts may be taken there from and copies thereof may be required, in the same manner, mutatis mutandis, as is applicable to the principal register, except that the advertisement before closing the register shall be inserted in at least two newspapers circulating in the place wherein the foreign register is kept.

Sl No

Question(s)

Answer(s)

1.

Declaration by registered members not having beneficial interest

In form MGT-4 file with Company within 30 days from such date of interest arise.

2.

Any changes in the BO

RO shall intimate in form MGT-4 to the Company within 30 days of such change.

3.

Declaration by BO to the Company

In the form MGT-5 within 30 days from interest arise.

4.

Any changes in the BO

BO shall intimate in form MGT-5 to the Company within 30 days of such change.

5.

The Company shall intimate the above declaration

In the form MGT-6 to ROC within a period of thirty days from the date of receipt of declaration

6.

Non-applicability of above rules

To a trust which is created, to set up a Mutual Fund or Venture Capital Fund or such other fund as may be approved by the Securities and Exchange Board of India.

7.

very company shall designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the company.

Designated Person:

(i) a company secretary, if there is a requirement of appointment of such company secretary under the Act and the rules made thereunder; or

(ii) key managerial personnel, other than the company secretary; or

(iii) every director, if there is no company secretary or key managerial personnel.

Deemed Designated Person:

(i) company secretary, if there is a requirement of appointment of such company secretary under the Act and the rules made thereunder; or

(ii) every Managing Director or Manager, in case a company secretary has not been appointed; or

(iii) every director, if there is no company secretary or a Managing Director or Manager.

8.

Intimation about designate person

By the Company in the Annual Return and any changes there to be filed in form GNL-2

Sl No

Question(s)

Answer(s)

1.

Who is SBO

in relation to a reporting company-

Individual who alone or together or through one or more person or trust possess one or more of the following right(s) or entitlement(s) in such reporting company: -

(i) holds indirectly, or together with any direct holdings, not less than ten per cent. of the shares;

(ii) holds indirectly, or together with any direct holdings, not less than ten per cent. of the voting rights in the shares;

(iii) has right to receive or participate in not less than ten per cent. of the total distributable dividend, or any other distribution, in a financial year through indirect holdings alone, or together with any direct holdings;

(iv) has right to exercise, or actually exercises, significant influence or control, in any manner other than through direct holdings alone:

2.

Explanation of above

Explanation I. – For the purpose of this clause, if an individual does not hold any right or entitlement indirectly, he shall not be considered to be a significant beneficial owner.

Explanation II – For the purpose of this clause, an individual shall be considered to hold a right or entitlement directly in the reporting company, if he satisfies any of the following criteria, namely. -

(i) the shares in the reporting company representing such right or entitlement are held in the name of the individual;

(ii) the individual holds or acquires a beneficial interest in the share of the reporting company under sub section (2) of section 89, and has made a declaration in this regard to the reporting company.

Explanation III. – For the purpose of this clause, an individual shall be considered to hold a right or entitlement indirectly in the reporting company, if he satisfies any of the following criteria, in respect of a member of the reporting company, namely: –

(i) where the member of the reporting company is a body corporate (whether incorporated or registered in India or abroad), other than limited liability partnership, and the individual, -

(a) holds majority stake in that member; or
(b) holds majority stake in the ultimate holding company (whether incorporated or registered in India or abroad) of that member;

(ii) where the member of the reporting company is a Hindu Undivided Family (HUF) (through karta), and the individual is the karta of the HUF;

(iii) where the member of the reporting company is a partnership entity (through itself or a partner), and the individual, -

(a) is a partner; or

(b) holds majority stake in the body corporate which is a partner of the partnership entity; or

(c) holds majority stake in the ultimate holding company of the body corporate which is a partner of the partnership entity.

(iv) where the member of the reporting company is a trust (through trustee), and the individual, -

(a) is a trustee in case of a discretionary trust or a charitable trust;
(b) is a beneficiary in case of a specific trust;

(c) is the author or settlor in case of a revocable trust.

(v) where the member of the reporting company is, -

(a) a pooled investment vehicle; or

(b) an entity controlled by the pooled investment vehicle, based in member State of the Financial Action Task Force on Money Laundering and the regulator of the securities market in such member State is a member of the International Organization of Securities Commissions, and the individual in relation to the pooled investment vehicle, -

(A) is a general partner; or

(B) is an investment manager; or

(C) is a Chief Executive Officer where the investment manager of such pooled vehicle is a body corporate or a partnership entity.

Explanation IV. Where the member of a reporting company is,

(i) a pooled investment vehicle; or

(ii) an entity controlled by the pooled investment vehicle,

based in a jurisdiction which does not fulfil the requirements referred to in clause (v) of Explanation III, the provisions of clause (i) or clause (ii) or clause (iii) or clause (iv) of Explanation III, as the case may be, shall apply.

Explanation V. – For the purpose of this clause, if any individual, or individuals acting through any person or trust, act with a common intent or purpose of exercising any rights or entitlements, or exercising control or significant influence, over a reporting company, pursuant to an agreement or understanding, formal or informal, such individual, or individuals, acting through any person or trust, as the case may be, shall be deemed to be ‘acting together’.

Explanation VI. – For the purposes of this clause, the instruments in the form of global depository receipts, compulsorily convertible preference shares or compulsorily convertible debentures shall be treated as shares.

(i) “significant influence” means the power to participate, directly or indirectly, in the financial and operating policy decisions of the reporting company but is not control or joint control of those policies’.

(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of Definitions Details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and the said Rules.

3.

Duty of reporting Company

(1) Every reporting company shall take necessary steps to find out if there is any individual who is a significant beneficial owner, in relation to that reporting company, and if so, identify him and cause such individual to make a declaration in Form No. BEN-1

(2) Without prejudice to the generality of the steps stated every reporting company shall in all cases where its member (other than an individual), holds not less than ten per cent. of its; -

(a) shares, or

(b) voting rights, or

(c) right to receive or participate in the dividend or any other distribution payable in a financial year,

give notice to such member, seeking information in accordance with sub-section (5) of section 90, in Form No. BEN-4.

4.

Company shall maintain a register of significant beneficial owners

Form No. BEN-3.

5.

Inspection of register of SBO

The register shall be open for inspection during business hours, at such reasonable time of not less than two hours, on every working day as the board may decide,

by any member of the company on payment of such fee as may be specified by the company

but not exceeding fifty rupees for each inspection.

6.

Return of significant beneficial owners in shares. -

Upon receipt of declaration under rule 3, the reporting company shall 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

7

Manner of Reporting

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.

A company shall give notice 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.

8.

Application to Tribunal

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.

(8) On any application, 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.

9.

Reason for application to Tribunal

The reporting company shall apply to the Tribunal, –

(i) where any person fails to give the information required by the notice in Form No. BEN-4, within the time specified therein; or

(ii) where the information given is not satisfactory,

for order directing that the shares in question be subject to restrictions, including –

(a) restrictions on the transfer of interest attached to the shares in question;

(b) suspension of the right to receive dividend or any other distribution in relation to the shares in question;

(c) suspension of voting rights in relation to the shares in question;

(d) any other restriction on all or any of the rights attached with the shares in question.

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.

10.

Consequence of Tribunal Order

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 within a period of one year from the date of such order:

Provided that if no such application has been filed within a period of one year from the date of the order such shares shall be transferred, without any restrictions, to the authority constituted under sub-section (5) of section 125.

Sl No

Question(s)

Answer(s)

1.

Closure of ROM or ROD or ROS holders

Forty-five days in each year, but not exceeding thirty days at any one time

Seven days’ prior notice should be served for closure of registers.

The provisions contained in sub-rule (1) shall not be applicable to a private company provided that the notice has been served on all members of the private company not less than seven days prior to closure of the register of members or debenture holders or other security holders.