Companies Act declarations – corporate shareholder pitfalls

The Ministry of Corporate Affairs (MCA) recently notified certain provisions relating to the disclosure of significant beneficial owner in the Companies Act 2013, through the Companies (Amendment) Act 2017, and simultaneously notified relevant rules.

Notification of the new provisions has not only raised concerns among stakeholders, but also caused a lot of confusion due to likely conflicts in the provisions of the act vis-à-vis the above-mentioned rules. The new provisions, requiring disclosure by significant beneficial owners, have been notified by substituting section 90 of the act with a completely new section.

It may be pertinent to note that the act already has provisions relating to disclosure by beneficial owners under section 89. That section requires a declaration to be made by a person 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. Similarly, the person who holds or acquires a beneficial interest in shares of a company is also required to make a declaration to the company in a prescribed form.

Ravi Singhania is the managing partner and Manish Kumar Sharma is a partner at Singhania & Partners