Disclosure regarding benefiacial interest of shareholders

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CS Surendra (Querist)
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31 July 2012 Dear Members,

I have a query regarding disclosure of beneficial interest of shareholders ……

Provision:

As per section 187, If a shareholder having shares in his name but for the beneficial interest of the other. Shareholder need to make declaration to company within 30 days regarding that beneficial interest holding.

The Company also needs to file e-form 22B regarding the declaration made by shareholder with in 30 days of receipt of that declaration.

Facts of the case:

A company ‘X Ltd’ is an unlisted subsidiary company (Public Limited Company). Company’s all shareholding lies with its parent company. But for the sake of fulfilling requirement of minimum no of members in a public limited company, X ltd has issued shares to few other individuals who are officials of parent company and are holding shares in the beneficial interest of the parent company.

None of the individual share holder has furnished any information with regard to their share holding i.e. whether it is in beneficial interest or not.

Quires:

1) Is X ltd is liable for any panel provision ? If yes ..

2) What are the remedies available to X ltd ?

3) Can X ltd file e-form 22B at this stage, by stating that these individuals has not accorded their beneficial interest for company and earlier they were holding shares in their individual capacity and for their own interest ?

Your suggestions and co-operation will be greatly appreciated.

Thanks and Regards

SURENDRA VYAS

Ajay Mishra

Ajay Mishra (Expert)
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31 July 2012 Hi

I think, the provision of section 49 of the Companies Act, 1956 will apply.

CS Surendra

CS Surendra (Querist)
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01 August 2012 Dear Ajay Sir,

Thank you so much for your valuable suggestion. I read section 49 of The Companies Act, and has found that as per Section 49(3) a company can hold shares of its subsidiary company through nominees to fulfill requirement of minimum no of members.

One more query, Is there any e-form to be filed to comply with the said provision, since under section 49(3), nowhere is mentioned about any form to be uploaded or any application to be made.

Once again thank you so much.

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