Filing of Return BEN-2 For Significant Beneficial Owners

The concept that companies are independent corporate personalities and have separate juristic nature has been often misused for illicit purposes, including money laundering and other illegal activities.

To bring transparency to the manner in which shares of companies are held, and in compliance of India's obligations to align its regulatory framework with the recommendations of Financial Action Task Force, an intergovernmental organization constituted to formulate policies to combat money laundering and terror financing, the Ministry of Corporate Affairs (MCA) notified on 13 June 2018 (i) Section 90 of the Companies Act, 2013 (Act); and (ii) the Companies (Significant Beneficial Owners) Rules, 2018 (SBO Rules).

These prescribe detailed requirements for identifying the individuals who hold 'ultimate' control over a company.

Section 90 of the Act

DISCLOSURE REQUIREMENTS

Section 90 of the Act requires every individual who, either by himself or with others (including a trust and persons resident outside India), qualifies as a significant beneficial owner (SBO) of a company to make a declaration to that company specifying the nature of his beneficial interest. As per Section 90 of the Act, an SBO is an individual who, either by himself or with others, directly or indirectly through persons (resident or non-resident) including trusts holds beneficial interests of at least 10% (the threshold of 25% prescribed under the Act has been lowered to 10% under the SBO Rules), in shares of a company or has the right to exercise significant influence or control (defined in Section 2(27) of the Act) over a company.

Additionally, Section 90 of the Act requires every company to do, inter alia, the following:

• maintain a register of the interest declared by individuals along with the prescribed particulars of such individuals and keep the register open for inspection by shareholders;
•  file a return of SBOs of the company with the Registrar, containing the prescribed particulars;
• give notice to any person whom the company believes to be a SBO of the company or to have been a SBO of the company during the preceding three years and who is not registered as a SBO; and
•  if a person fails to provide the information sought by a company, the company is required to apply to the National Company Law Tribunal (NCLT) for an order directing that the shares in question be subject to prescribed restrictions including those with respect to transfer of shares and suspension of rights attached to the shares, amongst others.

SBO Rules

The SBO Rules significantly expand the definition of SBO as provided in Section 90 of the Act.

Who qualifies as an SBO as per the SBO Rules?

• an individual holding ultimate beneficial interest (as defined in Section 89 (10) of the Act) of not less than 10% in a company but whose name is not entered in the register of members of a company as the holder of such shares;
• in case where the shareholder is a company or a partnership firm, the SBO is the natural person who holds majority stake or control in the company or partnership firm through other means;
• for a trust (acting through its trustee), the SBO shall include the settlor, trustee or beneficiaries of the trust and other persons exercising effective control over the trust; and
• where no natural person is identifiable in case the member is a partnership firm or a company, the SBO would be the relevant natural person who holds the position of senior managing official.

Other key requirements prescribed in the SBO Rules are: 

• every SBO is required to file within the prescribed timelines a declaration in Form No. BEN-I to the company in which he holds the SBO;
• once any declaration is received by a company, the company is, in turn, required to file a return in Form No. BEN-2 with the Registrar in respect of such declaration; 
  
• each company is required to maintain a register of SBOs which shall be available for inspection to shareholders;
•  in case the information is not provided to the company or where the information provided is unsatisfactory, the company may apply to the NCLT for directing restrictions on the shares. The restrictions sought could be prohibition on transfer of subject shares, suspension of voting rights or other prescribed rights; and
• Mutual Funds, Alterative Investment Funds, Real Estate Investment Trusts and Infrastructure, Investment Trusts, which are regulated under the Securities and Exchange Board of India Act, 1999, are exempt from this requirement.

Section 89 of the Act

Section 89 of the Act requires a person, whose name is entered in the register of members of a company as a shareholder but who doesn't hold beneficial interest in such shares as well as the owner of any beneficial interest, to make a declaration to the company specifying the name and other details of the persons who are registered holders and who hold such beneficial interest. Non-compliance of the disclosure obligations can be fatal to the enforceability of any rights attached to such shares in addition to other penal consequences.

Definition of 'Beneficial Interest':

As per the newly notified Section 89(10) of the Act, beneficial interest in the shares of a company includes, directly or indirectly, through contract or otherwise, the right of a person to exercise rights attached to such shares or receive or participate in any dividends or other distribution in respect of the shares.

How does this affect you?

For Companies:

The notification of Section 89 (10) and Section 90 of the Act and the SBO Rules significantly increases the onus on companies to identify and maintain adequate records of and update the Registrar with the details of SBOs. In doing so, companies will not only have to identify shareholders who hold, individually or with others, more than 10% shares of a company, but also those who directly or indirectly exercise control or significant influence in a company. Further, each company is required to give notice to any person whom the company knows or has reason to believe is an SBO or to have been an SBO during the preceding three years and who is not registered as such with the company. Where the information provided upon such notice is not satisfactory, the company is required to apply to the NCLT within a period of 15 days from the expiry of the notice for an order with directions to impose the above restrictions on such shares. Failure to comply with this requirement would attract prescribed monetary penalties.

For Shareholders:

The primary obligation of disclosure of significant beneficial interest has been cast on all natural persons who hold such interest directly and indirectly, regardless of their domicile or residency status.

Natural persons who, either directly or along with others (including through intermediate holding companies or trusts), hold 10% or more shareholding of a company, or who exercise 'significant influence' or 'control' in a company, are required to make a declaration of the nature of their interests to the company together with particulars of instruments embodying the transfer or acquisition of beneficial interest. Failure to comply with this requirement or suppression of any material information would attract both monetary and penal consequences.

Eventually, the Ministry of Corporate Affairs has relented and extended the timelines for filing. The revised timelines for submission of the form BEN-2 is 30.09.2019.

All About How to Register GST in India by Any Liable Taxpayer!

Now, we are active in a well-regulated GST regime in India, since promulgation of the GST Act in July 2017. The GST (Goods and Services Tax) has eliminated the cascading complexities of the various indirect taxes in the country, and has made the whole country a single market for various goods and services. Today, GST registration is mandatory for every liable taxpaying individual and company/firm, under the appropriate category. Now, registering GST is absolutely necessary for paying due taxes to the Government and claiming the input tax credits (ITC).

Ease & Profitability of FDI in India Attract Investors Worldwide!

The massive, steadily progressing, and fast-paced economy of India has been very impressive to percipient and ambitious investors belonging to countries worldwide for making FDI in India into its various economic sectors for over two decades. Most recently, the flagship campaign of Modi Government, the “Make in India” has been very successful for drawing in enormous FDI into its various sectors from hundreds of potential investors falling under diverse categories. The various alluring factors for making foreign directinvestment (FDI) in India are described here in brief, to help prospective investors located in countries across the globe. Our perfect, efficient, and very famous services for facilitating FDI into India are also mentioned for informational purposes.

In general, the following are the most striking and significant facts and factors which have been supporting massive and steady fdi in different sectors ofindia by investors worldwide: ---

Ø India’s economy is one of the largest and fastest progressing in the whole world at present. The majority of its economic sectors are growth-oriented and hence secure and lucrative for FDI.

Ø India has vast, varied, and ever-growing market for products and services of companies and industries active in various sectors. Growing incomes, financial prosperity & liberty of Indians, and changing lifestyles, are further to widen the Indian markets in future.

ØIndia has now rather generous and impressive provisions and regulations related with fdi in india and liberalization of trade policies. The rules and regulations associated with fdi policies, RBI, FEMA, SEBI, etc., have now been quite loosened and favorable to the foreign investors.

Ø  Available are both the automatic and government routes for fdi investments into India. At present, a large number of economic sectors invite FDI up to 74-100% through the automatic route.

Ø  India has easier and cheaper availability of various raw materials, talented professionals, skilled labor, ever-improving infrastructure, and other supportive resources and facilities, such as electricity and transportation.

Ø  India has two national-level stock exchanges of global prominence.

And, there are a variety of favorable policies, relaxations, and facilities offered by India under its ambitious “Make in India” campaign, to encourage FDI into India.  

Well-based in Delhi, our nationwide and internationally famous law firm has been extending expert and expeditious legal and supportive services to the foreign investors for making easy, secure, and optimally profitable FDI in India into its various economic sectors, for over a decade. Almost all segments/fields of the broad sectors of manufacturing and services have been well-served by our veteran and up-to-date company & corporate lawyers, intellectual property lawyers, and business/commercial lawyers. Our services for FDI in India into the desired economic field cover all mandatory and regulatory tasks and processes, at just reasonable service charges. For more information on FDI into India, please visit: http://company-registration-india.weebly.com/fdi-india.html

About Swift & Superlative Trademark Services in Delhi NCR

This short but rather rich and beneficial blog offers exclusive information about expert and expeditious trademark services in Delhi NCR, to help the interested or concerned entrepreneurs and companies located in entire NCR. All 45 classes are covered, and all various trademark processes are performed adroitly.   

The most desirable qualities of the trademark services essentially include the following --- undebatable uniqueness of the trademark or service mark, selection of appropriate class(es), perfect & punctual procedural filings, high efficiency & expert handling, reasonable service charges, utmost satisfaction of clients, generous policies for steadfast and loyal clients, and convincing reliability & reputation of the service-providing IPR law firm.

Again, for help to the novices (to these services), here it may be noted that the wide range of trademark services encompasses the following tasks or processes related with trademarks as well as service marks ---- 

•  Trademark Registration
• Trademark Renewal/Restoration
•  Trademark Watch and Monitoring
• Trademark Prosecutions
• Trademark Opposition
• Trademark Infringement Litigation
•  And, other event-based tasks related with a trademark.

Our Delhi-based and internationally renowned IPR law firm does undertake and perform adroitly these all trademark processes/services. Also, our well-learned-and-experienced and innovative intellectual property (IP) lawyers and litigators conform rigorously to all above-mentioned qualities of the trademark services. For over a decade, our prestigious and well-resourced IPR law firm has been delivering successfully and admirably these all types of tasks related with trademarks and all other most prominent categories of IP. All types of companies, firms, institutions, and organizations active in various economic sectors have been utilizing our impeccable and economical legal services for IPR. So far, myriads of entrepreneurs and diverse economic entities located in regions all across India have harnessed our IPR services for marvelous and lavish benefits and safety (legal protection).

As far as the NCT of Delhi and other cities of the NCR of India are concerned, undoubtedly our law firm has been hugely famous and popular in most of these cities, including Noida, Gurgaon (Gurugram), Faridabad, Ghaziabad, Meerut, Sonipat, and so on besides Delhi. In last decade, thousands of people and companies located in NCR availed our fast and finest legal services in connection with their trademarks, service-marks, logos, patents, industrial designs, copyrights, geographical indications, etc. As far as the online trademark registration in Delhi NCR and other regions across the country are concerned, we offer free service fortrademark search to our Indian and foreign clients. Today, our trademark services are performed as per the new Indian Trade Marks Rules of 2017 and the extant Indian Trade Marks Act, 1999 (including all amendments made thereto so far). All various 45 classes of the Nice classification of goods and services are served. Lastly, our well-connected and up-to-date IPR law firm of India also undertakes trademark tasks under the TRIPS Agreement, Madrid Protocol, Paris Convention, and the EU TM.

Mandatory Statutory Returns to be filed under Companies Act

1.    MSME –I

Every specified company shall file in MSME Form 1 Details of all outstanding dues to Micro or small enterprises suppliers in terms of notification dated 22.01.2019. Last date 30/05/2019. Please share the details as on 31.03.2019 in the following format:

Name of Supplier	PAN of Supplier	Amount Due	Specify the date from which amounts due

 2.   DPT-3

Every Company in India is required to submit details of transactions involving the receipt of money or loans taken by them, which are otherwise not considered deposits.  In this regard two returns have to be filed namely:

• DPT 3 - One Time Return – Financial Figures for 5 years from 01.04.2014 - 31.03.2019 based on Auditors Certificate. Last date 29.06.2019
• DPT 3 - Yearly Return - Financial Figures for 1 year from 01.04.2018 - 31.03.2019 based on Auditors Certificate. Last date 30/06/2019

3.   DIR - 3 KYC 

Every director whose DIN is obtained on or before 31^st March 2019 need to file Form DIR - 3 KYC within 30 days from the date of availability on the MCA portal. Please share self-attested copy of address, PAN, Aadhaar Card, Passport, Email and Mobile No. for OTP. Last date 30.06.2019

4. ANNUAL FILING SERVICES

Every company registered under companies’ act requires to file their Financial Statements.

• Preparation & Finalization of Financial Statements including Balance Sheet, Statement of Profit & Loss & along with Schedules.
•  Drafting of Notice of Board Meeting & Annual General Meeting.
• Convening of Annual General Meeting for the Finalization of Accounts for the year 2018-2019. Last date for holding Annual General meeting            30th September 2019.
• Filing of Income Tax Return and Last date of filling 30th September 2019.
• Filing of Statutory Returns (AOC-4, MGT-7, ADT-1) with ROC including Annual Return. Last date of filling Shareholder's return with ROC is                   29 Nov 2019 and filing of balance sheet is 29.10.2019. 

Notice: The information contained in this transmission may be attorney/client privileged and, therefore, confidential. This information is intended only for the use of the individual or entity named above. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, printing or copy of the communication is strictly prohibited. If you receive this transmission in error, or if you are not the individual or entity named above, the receipt of this transmission is not intended to and does not waive any privilege, attorney/client or otherwise. If you have received this communication in error, please notify us by telephone or e-mail.

Anita Aswal

Company Secretary

Global Jurix LLP

Advocates & solicitors

International Legal Consultants

Delhi Office: S-191/c, 3rd Floor, Manak Complex,

School Block, Shakarpur,

New Delhi – 110092 India

  

M/+91 8800100284

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E/ companies@globaljurix.com

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Skype: anitaglobaljurix

All About Perfect Trademark Registration in India for Desired Sector!

 Trademark (TM) or Service Mark (SM) is one of the vital and most significant intellectual property assets of any economic entity, particularly in respect of its identity & reputation and growth of its business/service. A trademark/service mark is the intellectual property which distinguishes the product/service of the owner company from those of other companies in the given marketplace (i.e. serves as the Source-Identifier), along with helping in growing publicity & commerce and goodwill of the owner company. Hence, a trademark/service-mark must preferably be readily scintillating, inspiring distinction & reliability, and highly elegant for enhancing publicity & profitability of the owner entity. Therefore, a trademark or service-mark must possess the following remarkable qualities --- uniqueness in design/graphics, imaginative & eye-catching, and rigorously advertised & protected. A mark could be two-dimensional or three-dimensional (3D). 

The Nice Classification of Goods and Services, which is worldwide recognized, classifies the trademarks and service marks into 45 broad categories/classes, based on the economic fields these pertain to. Thus, a trademark or service-mark is registered under anyone or more of these 45 classes in India and countries worldwide. For example, a trademark relating to the economic field of explosives and firearms is to be registered under the Class-13; while a service-mark belonging to the economic field of telecommunications is to be registered under the Class-38, which is assigned to this service field.

For registration and all other processes/purposes related with the various trademarks and service-marks are carried out as per the provisions and regulations of the Trademark Law of the country concerned. In India at present, its trademark law is represented by the Trade Marks Act, 1999 and the new Trade Marks Rules, 2017; including all amendments made thereto so far. Again, in entire India, there are five zonal offices of Trademark Registry for regulating these all trademark related processes; these are located in Mumbai, Kolkata, Chennai, Delhi, and Ahmedabad. The jurisdictional area of each of these offices covers many States (and Union Territories). The selection of any regional office is made based on the location of the applicant.

As far as the process of trademark registration inIndia is concerned, the application form used for this purpose at present is the TM-A. Today, highly desired is the online processing, which is cheaper also. The entire trademark registration procedure encompasses the following main stages or tasks --

• Conceptualization and Designing of a Unique and Scintillating Trademark or Service Mark
• Selection of the appropriate Trademark Class(es). This must be made carefully, in order to avert the cases of the Cancellation and Rectification of Trademarks (mentioned in Chapter VII of the Trademarks Act, 1999)   
• Trademark Search across all trademark Databases in the country, to fortify unbeatable uniqueness of the newly-created trademark/service-mark. This makes the trademark readily registrable and impregnable to Trademark Opposition.
• Filing the application for trademark registration (Form TM-A) with the relevant zonal office. Now, an applicant may also file a request for the expedited processing of the submitted application up to the stage of registration through Form TM-M. 
• Satisfying the Trademark Examiner/Registrar of Trade Marks
• Tackling any Trademark Opposition (Form TM-O) by other companies
• Presenting necessary Trademark Prosecution for perfect registration of the trademark in the desired form and class(es).  

Only a properly registered trademark offers its registered owner the rights related with authorized commercial uses, drastic legal actions for protection (such as against trademark infringement case by another company), and franchising or leasing of the trademark. It must also be noted that, a duly registered trademark (also holds good for a service mark) in India, also serves as the basis for registration of the mark under all those International Trademark Treaties and Conventions which are connected with India, such as the TRIPS Agreement (WTO), Madrid Protocol (WIPO), Bernie or Paris Convention, and the European Union Trade Marks (EU TM). Each of these trademark related conventions and treaties has numerous member countries. Lastly, the registration of a trademark or service-mark in India is valid just for ten years. Well within this period or soon after the elapse of this period, the registered owner of the trademark must renew (through Form TM-R) its registration to continue availing all the rights offered by the trademark registry.

Phone/Whtsapp: +91-8800-100-281
Email:   contact@TrademarksIndia.net

Mandatory Dematerialisation of Equity shares of Unlisted Public & optional for Private Limited Companies.

Ministry of Corporate Affairs (MCA) has notified vide its notification dated 10th September, 2018 that all unlisted public company shall issue securities only in dematerialised form and facilitate dematerialization of all its existing securities.

All unlisted public companies shall secure International Security Identification Number (ISIN) for each type of securities through Registrar and Transfer Agent (RTA) and shall inform all its existing security holders about such facility.

Thereafter, security holders shall dematerialise their existing securities by making necessary application to the depository participant.  In view of the above notification dated 10th September, 2018 every public unlisted company will have to make compliance and appoint Registrar & Share Transfer Agent (RTA). It provides numerous direct and indirect benefits like:

• Elimination of all risks associated with physical certificates.
• Elimination of bad deliveries.
• Immediate transfer and registration of securities.
• Faster settlement cycle.
• Faster disbursement of non-cash corporate benefits like rights, bonus, etc.
• Reduction in brokerage by many brokers for trading in dematerialised securities.
• Reduction in handling of huge volumes of paper.
• Periodic status reports to investors on their holdings and transactions, leading to better controls.
• Elimination of problems related to change of address of investor.
• Elimination of problems related to transmission of demat shares.
• Elimination of problems related to selling securities on behalf of a minor.
• Ease in portfolio monitoring since statement of account gives a consolidated position of investments in all instruments.

An Issuer may offer demat facility to its shareholders by admitting the securities in NSDL. Issuer should obtain electronic connectivity with the existing Registrar & Transfer Agent (R&T Agent). After submitting the requisite set of documents to NSDL, NSDL will send blank copies of Tripartite Agreement (3 copies with franking of Rs 200/- each) to the R&T Agent. The 3 copies of agreement should be sent to NSDL after signing by R&T Agent & Issuer. ISIN (International Securities Identification Number) generated by NSDL for the security will be conveyed to the Issuer.

REPORTING COMPLIANCES

It is mandatory for all Public Unlisted Companies (PUC) to apply for ISIN no. to comply with provisions of Rule 9A. It is responsibility of public Company to facilitate dematerialization to shareholders in terms of provisions of Indian Companies Act.

First half year for PUC shall be closed on 31stMarch, 2019, therefore every PUC mandatorily required to file Reconciliation of Share Capital Audit Report with Roc on or before 30thApril, 2019 to the Registrar under whose jurisdiction the registered office of the company is situated.

Mob: +919910012764, 9810062387

Mail:corporate@globaljurix.com