Beneficial owner and registered owner

[Prakash Joshi]

Dear Friends, 

A Ltd an unlisted company has 8 shareholders. 55%holding is with an huf, 3 individual shareholders and rest 4are nominees of huf holding 100shares each. 

But the beneficial owners and registered holders have not filed MGT4, MGT5 and MGT6 anytime till date 

This year in  mgt 7 PAN of shareholders is mandatory but registered members have some issues with their PAN can I show the PAN of HUF as most of companies are doing it. 

In this case is it ok if I file the required filing of  declaration by beneficial ownership, registered ownership and company in the current year if current date. 

Further there is some confusion whter in this case MGT4/5/6 is applicable or BEN-1/2/3

Please share your views on the same as it's something very important. 

Regards

PC Joshi

[Gopi Kandle]

Dear Prakash Joshi,

I hope the following explanation will finds you the solution:

1. MGT vs. BEN Applicability

• The Nominees must file MGT-4 (Declaration by Registered Owner) and the HUF (via Karta) must file MGT-5 (Declaration by Beneficial Owner). The Company must then file MGT-6.
• BEN-1, BEN-2 (Section 90): This applies to the "Significant Beneficial Owner" (SBO).
• Since the HUF holds >10% (55% directly + nominee holdings), you must identify the natural person behind the HUF.
• Filing MGT-6 does not exempt you from filing BEN-2. They serve different purposes. MGT-6 says "The HUF owns these specific shares." BEN-2 says "The Karta controls the HUF."

You need to comply with MGT-4/5/6 immediately for the nominee shares. You likely also need to file BEN-1/2 for the Karta if not done yet.

2. The MGT-7 PAN Issue

• MGT-7 requires the particulars of the Member (Registered Owner). The Nominee is the Member. The PAN field validates the identity of that specific person.
• By using the HUF PAN for a Nominee, you are effectively declaring to the ROC that the HUF is the registered member of those shares, which contradicts your Register of Members and your MGT-4/5 declarations.
• If you file MGT-6 (declaring Nominee as Reg. Owner) and MGT-7 (using HUF PAN for that Nominee), you create a direct data conflict in the MCA registry.

3. Filing Declarations with "Current Date"

• Section 448 (False Statement): Declaring that a beneficial interest was acquired "today" when it was actually acquired years ago constitutes a false statement in a material particular. This is a criminal offense punishable with imprisonment (minimum 6 months) and fine (minimum amount involved).
• Adjudication is Safer: It is far better to file with the actual historic dates, which will attract the additional fees.
• Consequences of Late Filing:
• You can refer to Section 89(7) of the Companies Act 2013. 

This is my View, Corrections/suggestions if any, will be accepted. 

Yours Professionally 

Gopi Kandle

9440800580

Linkdin | www.corpsection.com 

CONFIDENTIALITY

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