Re: MCA Notification to Designate for Beneficial Ownership

[Vivek Mishra]

Dear all.

I want to bring attention towards a update by MCA on 

𝐌𝐂𝐀 𝐂𝐨𝐦𝐩𝐥𝐢𝐚𝐧𝐜𝐞 𝐔𝐩𝐝𝐚𝐭𝐞: 𝐑𝐞𝐩𝐨𝐫𝐭𝐢𝐧𝐠 𝐃𝐞𝐬𝐢𝐠𝐧𝐚𝐭𝐞𝐝 𝐏𝐞𝐫𝐬𝐨𝐧 𝐢𝐧 𝐀𝐧𝐧𝐮𝐚𝐥 𝐑𝐞𝐭𝐮𝐫𝐧 e𝐟𝐟𝐞𝐜𝐭𝐢𝐯𝐞 𝐟𝐫𝐨𝐦 𝐎𝐜𝐭𝐨𝐛𝐞𝐫 𝟐𝟕, 𝟐𝟎𝟐𝟑,

Which states that "Every company must now 𝐝𝐞𝐬𝐢𝐠𝐧𝐚𝐭𝐞 𝐚 𝐩𝐞𝐫𝐬𝐨𝐧 responsible for:⁣⁣

⁣⁣
• 𝐏𝐫𝐨𝐯𝐢𝐝𝐢𝐧𝐠 𝐢𝐧𝐟𝐨𝐫𝐦𝐚𝐭𝐢𝐨𝐧 about the beneficial interest in shares to the Registrar of Companies/ MCA".⁣⁣

And that Reporting Person will 

• 𝐑𝐞𝐩𝐨𝐫𝐭 𝐭𝐡𝐞 𝐝𝐞𝐬𝐢𝐠𝐧𝐚𝐭𝐞𝐝 𝐩𝐞𝐫𝐬𝐨𝐧 in the 𝐀𝐧𝐧𝐮𝐚𝐥 𝐑𝐞𝐭𝐮𝐫𝐧 (𝐌𝐆𝐓-𝟕 𝐨𝐫 𝐌𝐆𝐓-𝟕𝐀).⁣⁣

• If there’s a 𝐜𝐡𝐚𝐧𝐠𝐞 in the designated person during the year, file 𝐞-𝐟𝐨𝐫𝐦 𝐆𝐍𝐋-𝟐 to notify the Registrar.

Does any one having a draft of the same, do please share.

Attaching the update for reference.

Best Regards,

Vivek Mishra

[Jai Gehani]

Best Regards

ACS Jai Gehani

Company Secretary in Practice

+91 70149 99180

Address: F-7, Kasturi Plaza, Bombay Motor Circle,

Jodhpur, Rajasthan-342003

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[Shubhra garg]

So it is mandatory to attach?

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CS Shubhra Garg

[Arushi Gupta]

Is it mandatory for every Company or for companies that have filed BEN?

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[Prashant Damani]

Neither the Form MGT 7 has provision for such disclosure nor the Form GNL 2 has such option to file intimation of Designated Person. Yet compliance is required.

Thanks & Regards,

Prashant Damani
9051181119

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[Arushi Gupta]

But where BEN is not required to be filed, then also it is mandatory to be filed ?

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[Hema Gaitonde]

MCA portal e-book is also not showing the amendment sub rules 9(4),(5) and (6).

Regards,

Hema Gationde

[Aditi Jain]

What is everyone doing then?

Is there any provision to disclose in MGT-7/MGT-7A now?

Regards,

Aditi Jain

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[Rajesh]

I am attaching a Letter ONLY if beneficial interest is there in a Company, not otherwise.

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[Kavita Padia]

Rajeshji

Pls share the draft of the letter you are attaching

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[Shubhra garg]

Yes please share the letter

CS Shubhra Garg

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[Rajesh]

With reference to the above mentioned subject, we wish to inform that the Company (ABCD Private Limited) has appointed Mr. ASHWIN, Director of the Company (holding DIN – 12345678) as a Designated Person who shall be responsible for furnishing and extending co-operation for providing information to the Registrar or to any other authorised officer with respect to beneficial interest, IF ANY, in the Shares of the Company (abcd Private Limited) in accordance with the provisions of Section 89 of the Companies Act 2013 and the Rules made thereunder.

 

Request your goodself to take note of the same.

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[CA Mayur Todmal]

you may also attach

Details of 'Designated Person' for reporting Beneficial Interest in shares of the Company:

The Ministry of Corporate Affairs (MCA), through Rule 9(4) of the Companies (Management and Administration) Rules, 2014, has mandated all companies to designate any one of the following for furnishing information to the registrar or any other authorised officer with respect to beneficial interest in shares held by persons other than shareholders of the Company: (i) Company Secretary (CS) or; (ii) a Key Managerial Personnel (KMP) other than the CS, or; (iii) every Director if the company does not have a CS or any other KMP.

Pursuant to Rule 9(7) of the Companies (Management and Administration) Rules, 2014, companies are also required to inform the details of the Designated Person, as stated above, in 'Form MGT-7A (Annual Return)'. However, as of now, the option to include such details is not available in Form MGT-7A.

In light of this, the Company has nominated every director of the company [as per the list of directors attached to form MGT-7A] as the Designated Person for the purpose of furnishing information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company, under the provisions of the Companies Act, 2013, in pursuance of the aforesaid requirement.

[Shubhra garg]

This need to be signed also

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CS Shubhra Garg

[Rajesh]

better to get the letter printed on the Letterhead of the Company and to get it signed by one of the Directors.

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[csshwe...@gmail.com]

Dear all

I have query with reference to this amendment. Sub rule 5(i) says 

1. A company secretary, if the company is required to appoint a company secretary under the provisions of the Companies Act, 2013 and the rules made thereunder; or Thus if Company us required to appoint CS and has appointed as  provisions of the Companies Act, 2013 then  Company need to appoint CS as designated person?

[Aditi Jain]

Do we need to file any form in ROC for designating any director as designated person through BR?

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[csshwe...@gmail.com]

Need to attach BR to form MGT 7

[CS Rakesh Kumar]

THIS IS APPLICABLE ONLY WHEREIN SBO ARE THERE IN COMPANY...IF ONLY INDIVIDUAL SH ARE THERE THEN NOT REQUIRED...CORRECT ME IF I'M WRONG...??

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[Aanchal Chopra]

I also have this confusion. There are many private non - small Companies without any Corporate Shareholders. So kindly clarify: do we need to attach this resolution even if there are no Corporate Shareholders ?

regards

CS Aanchal Chopra 

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[Vivek]

Appointment of a designated person is mandatory for the purpose of section 89 [sub - rule (4), (5), & (6) Rule 9 of the Companies (Management and Administration) Rules, 2014] irrespective of the fact that the Company doesn't have a Registered owner and a beneficial owner of a share. So we will have to attach a clarification letter or a resolution which clearly specifies the name of such designated persons. 

For a resolution, it's recommended to appoint such designated person for the purpose of section 90 also.

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[Rajasekaran R D]

Hi,

Is it mandatory to appoint every director as designated person if there is no CS or KMP? The notification mentions every director. Pls clarify someone

[Vivek]

According to me, yes. I have attached a clarification letter stating that all the directors are appointed as designated persons.

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[Madhur Gandhi]

If the same is not being attached or no designated person is being selected, then automatically directors become the designated persons.

So not mandatory to attach.

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[Rajesh]

completely agree with Madhur Gandhi.

If nothing is attached then automatically all Directors become designated persons.

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[Nishant Jain]

Hi, CS, every MD or Manager shall deemed to be designated person if company does not appoint any one, however filing the information still be mandatory as notification says details of all the persons who are designated are to be disclosed in annual return

Nishant jain

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[Rajasekaran R D]

Thank you Vivek for the clarification

My next question is if every director is designated person, then do we need to file GNL 2 everytime there is a change in directors after filing of MGT7? 

And also whether it is designated person as on 31st march to be given like for list of directors and shareholders or as on date of filing?

Regards 

Rajasekaran

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[Anirudh Tanvar]

Hi,

PFA the draft submission along with MGT-7

Kind Regards,

Anirudh Kumar Tanwar

M.Com (Accounts & Business Statistics)

Practicing Company Secretary

Registered Valuer - IBBI

Peer Reviewer –ICSI

Add - A-702, Satya Sai Krupa, Satya Nagar, Borivali West, Mumbai -92

Cell - 8268649291

[Vivek]

For the first question: Yes. For "every" change in designated person, we have to file GNL - 2 and thereafter mention the name of new designated persons in annual return form (hopefully gets updated by next year.)

For second question: Yes

Note: This is my interpretation of amendment so please go through the amendment part once. 

Regards, 

Vivek.

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