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 of 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.
5. If any person fails, to make a declaration as required under sub-section (1 ) or sub-section (2 ) or sub-section (3 ), without any reasonable cause, he shall be punishable with fine which may extend to fifty thousand rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the failure continues.
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, within the time specified under section 403.
7. If a company, required to file a return under sub-section (6 ), fails to do so before the expiry of the time specified under the first proviso to sub-section (1 ) of section 403, the company and every officer of the company who is in default shall be punishable with fine which shall not be less than five hundred rupees but which may extend to one thousand rupees and where the failure is a continuing one, with a further fine which may extend to one thousand rupees for every day after the first during which the failure continues.
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.
Legal Commentary & Landmark Judgments: Section 89
Section 89 mandates statutory disclosures where the registered holder of a share does not hold the beneficial interest, requiring filing of Forms MGT-4, MGT-5, and MGT-6 to unmask nominee shareholdings.
Crucially, sub-section (8) provides that no right in relation to any share (including dividend or voting rights) for which a declaration is required under this section shall be enforceable by the beneficial owner unless the declaration has been made.
Section 89 is a vital weapon against benami shareholdings and corporate opacity. In private equity investments and nominee arrangements (e.g. holding single shares to meet the two-member private company requirement), failure to execute and file MGT-4, MGT-5, and MGT-6 completely disempowers the beneficial owner from legally claiming dividends or enforcing ownership rights in court.