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Section 89

Declaration in respect of beneficial interest in any share

(1)
Where the name of a person is entered in the register of members of a company as the holder of shares in that company but who does not hold the beneficial interest in such shares, such person shall make a declaration within such time and in such form as may be prescribed to the company specifying the name and other particulars of the person who holds the beneficial interest in such shares.
(2)
Every person who holds or acquires a beneficial interest in share of a company shall make a declaration to the company specifying the nature of his interest, particulars of the person in whose name the shares stand registered in the books of the company and such other particulars as may be prescribed.
(3)
Where any change occurs in the beneficial interest in such shares, the person referred to in sub-section (1) and the beneficial owner specified in sub-section (2) shall, within a period of thirty days from the date of such change, make a declaration to the company in such form and containing such particulars as may be prescribed.
(4)
The Central Government may make rules to provide for the manner of holding and disclosing beneficial interest and beneficial ownership under this section.
(5)
If any person fails to make a declaration as required under sub-section (1) or sub-section (2) or sub-section (3), he shall be liable to a penalty of fifty 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 five lakh rupees.
(5)
If any person fails, to make a declaration as required under sub-section (1) or sub-section (2) or sub-section (3), without any reasonable cause, he shall be punishable with fine which may extend to fifty thousand 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.
(6)
Where any declaration under this section is made to a company, the company shall make a note of such declaration in the register concerned and shall file, within thirty days from the date of receipt of declaration by it, a return in the prescribed form with the Registrar in respect of such declaration with such fees or additional fees as may be prescribed, within the time specified under section 403.
(7)
If a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein, the company and every officer of the company who is in default shall be liable to a penalty of one thousand rupees for each day during which such failure continues, subject to a maximum of five lakh rupees in the case of a company and two lakh rupees in case of an officer who is in default.
(7)
If a company, required to file a return under sub-section (6), fails to do so before the expiry of the time specified therein under the first proviso to sub-section (1) of section 403 , the company and every officer of the company who is in default shall be punishable with fine which shall not be less than five hundred rupees but which may extend to one thousand 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.
(8)
No right in relation to any share in respect of which a declaration is required to be made under this section but not made by the beneficial owner, shall be enforceable by him or by any person claiming through him.
(9)
Nothing in this section shall be deemed to prejudice the obligation of a company to pay dividend to its members under this Act and the said obligation shall, on such payment, stand discharged.
(10)
For the purposes of this section and section 90, beneficial interest in a share includes, directly or indirectly, through any contract, arrangement or otherwise, the right or entitlement of a person alone or together with any other person to—
(i)
exercise or cause to be exercised any or all of the rights attached to such share; or
(ii)
receive or participate in any dividend or other distribution in respect of such share.
(11)
The Central Government may, by notification, exempt any class or classes of persons from complying with any of the requirements of this section, except sub-section (10), if it is considered necessary to grant such exemption in the public interest and any such exemption may be granted either unconditionally or subject to such conditions as may be specified in the notification.
Notes, amendments & references (13)

This section shall not apply to a Government Company vide notification no. G.S.R. 463(E) dated 5th June, 2015.

(The exceptions, modifications and adaptations provided above shall be applicable only to those Government Companies which has not committed a default in filing its financial statements under section 137 of the said act or annual return under section 92 of the said act with the registrar, vide notification dated 13th June, 2017)

To view the notification, Click Here

Refer rule 9 of the Companies (Management and Administration) Rules, 2014.To view the rule, Click Here

Substituted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 21.12.2020. To view the Act, Click Here . To view the commencement notification, Click Here .

To be read as sixty days for IFSC Private and IFSC Public company vide GSR 8(E)and GSR 9(E) dated 04.01.2017.To view the notification Click Here

1. Due to Form migration from V2 to V3 version, MCA vide its Circular dated 04.07.2024 has waived off the additional fees on Form MGT-6 and BEN-2 by 15 days, whose due date falls between 04.07.2024 and 14.07.2024. To view the Circular, Click Here .

2. Refer rule 12 and Table annexed to the Companies (Registration Offices and Fees) Rules, 2014. To view the rule, Click Here

within the time specified under section 403. Omitted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

To view the notification of Companies Amendment Act,2017 Click Here

therein Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 07.05.2018. To view commencement notification, Click Here

Inserted vide Companies (Amendment) Act, 2017 dated 03.01.2018, Effective from 13.06.2018. To view the commencement notification, Click Here . To view the Corrigendum to main notification dated 13.06.2018, Click Here

Inserted vide Companies (Amendment) Act, 2020 dated 28.09.2020 with effect from 22.01.2021. To view the Act, Click Here and to view the commencement notification, Click Here .