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 o f 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.
1[(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 fail ure,
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.]
(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, 2***.
3[(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.]
(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.
4[(10) For the purposes of this section and section 90, beneficial interest in a share includes, directly or
indirectly, through any contract, arrangement or otherwis e, 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.]
5[(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.]
6[90. Register of significant beneficial owners in a company. —(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

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).

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:
Provided 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.
(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.
(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.
1[(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) 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.
(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.
(7) 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 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.
2[(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:
Provided 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;]
3[(9A) The Central Government may make rules for the purposes of this section.]
4[(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

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).

rupees for each day after the first during which such failure continues, subject to a maximum of two lakh
rupees.]
1[(11) If a company, required to mai ntain 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 pe rson wilfully furnishes any false or incorrect information or suppresses any material