Declaration in respect of beneficial interest in any shares

(1)

A person whose name 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 (hereinafter referred to as “the registered owner”), shall file with the company, a declaration to that effect in Form No.MGT.4 in duplicate, within a period of thirty days from the date on which his name is entered in the register of members of such company:

Proviso

Provided that where any change occurs in the beneficial interest in such shares, the registered owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company in Form No.MGT.4 in duplicate.

(2)

Every person holding and exempted from furnishing declaration or acquiring a beneficial interest in shares of a company not registered in his name (hereinafter referred to as “the beneficial owner”) shall file with the company, a declaration disclosing such interest in Form No.MGT.5 in duplicate. , within thirty days after acquiring such beneficial interest in the shares of the company:

Proviso

Provided that where any change occurs in the beneficial interest in such shares, the beneficial owner shall, within a period of thirty days from the date of such change, make a declaration of such change to the company in Form No.MGT.5 in duplicate. .

(3)

Where any declaration under section 89 is received by the company, the company shall make a note of such declaration in the register of members and shall file, within a period of thirty days from the date of receipt of declaration by it, a return in Form No.MGT.6 with the Registrar in respect of such declaration with fee.

Proviso

Provided that nothing contained in this rule shall apply in relation 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.

(4)

Every 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.

(5)

For the purpose of sub-rule (4), the company may designate-

(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)

a key managerial personnel, other than the company secretary; or

(iii)

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

(6)

Until a person is designated as referred under sub-rule (4), the following persons shall be deemed to have been 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.

(7)

Every company shall inform the details of the designated person in Annual return.

(8)

If the company changes the designated person at any time, it shall intimate the same to the Registrar in e-form GNL-2 specified under the Companies (Registration Offices and Fees) Rules, 2014.

Notes, amendments & references (8)

Form No.MGT.4 To view the return, Click Here

in duplicate, omitted vide notification dated 23.09.2016. To view the notification, Click Here

in duplicate. omitted vide notification dated 23.09.2016. To view the notification, Click Here

Form No.MGT.5 To view the return, Click Here

Form No.MGT.6 1. Substituted vide, the Companies (Management and Administration) Amendment Rules, 2024 dated 15.07.2024. To view the Notification, Click Here . To view the Revised Return, Click Here .

2. Substituted vide, the Companies (Management and Administration) Amendment Rules, 2018 dated 16.02.2018. To view the notification, Click Here .To view the return, Click Here

Provided proviso inserted vide notification no. G.S.R. 537(E) dated 24th July 2014. To view the notification, Click Here

Inserted vide MCA Notification dated 27.10.2023 regarding Companies (Management and Administration) Second Amendment Rules, 2023. To view the notification, Click here .