📄 What Is BENPOS?

BENPOS stands for Beneficiary Position Statement. It is a weekly statement issued by your Depository Participant (DP) — think NSDL or CDSL — to your company, listing exactly who holds your shares in dematerialised form at any given point in time.

In simple terms: it's a real-time snapshot of your company's shareholding pattern, updated every week.

🔍 Why Does It Exist?

Since the MCA mandated dematerialisation of shares for private limited companies (deadline: September 30, 2024), share transfers no longer need board approval. Once a shareholder instructs their DP to transfer shares, it happens — and your company may not even know until the BENPOS arrives.

That makes BENPOS your early warning system for any change in ownership.

📋 What Does a BENPOS Tell You?

Every BENPOS contains:

• Name and PAN of each beneficial owner

• Number of shares held by each person

• DP ID and Client ID details

• Any changes from the previous week — new entries, exits, or transfers

Think of it as your cap table — but sourced directly from the depository, not your internal records.

✅ Why Is It Useful?

1. Tracks Ownership Changes in Real Time Since share transfers in demat form bypass board approval, BENPOS is often how companies first discover a transfer has taken place. Without it, you'd be flying blind on who actually owns your company.

2. Essential for SBO Compliance Under Section 90 of the Companies Act, companies must identify and report Significant Beneficial Owners (SBOs) — anyone holding 10% or more beneficial interest. BENPOS is the primary source document to identify and track these thresholds.

3. Required for Dividend Payments and AGMs Before declaring a dividend or sending AGM notices, companies use BENPOS to confirm the current list of shareholders. Using outdated records can lead to legal disputes.

4. Supports Regulatory Filings Filings like MGT-7 (Annual Return) and BEN-2 (SBO Return) rely on accurate shareholding data. BENPOS ensures your filings reflect ground reality, not stale cap table entries.

⚠️ What Happens If You Ignore It?

The MCA is actively cracking down. Companies have been fined anywhere between ₹14 lakhs to ₹18 lakhs for failing to disclose significant beneficial ownership — the kind of lapse that regular BENPOS monitoring would have caught early.

Ignoring your BENPOS doesn't just mean missing a document. It means missing a compliance trigger.

📌 Bottom Line

BENPOS isn't just a depository formality. In a post-dematerialisation world, it's your company's live register of who owns what. Every founder, CFO, and Company Secretary should be reading it regularly — and reconciling it against their internal cap table every week.

Need help setting up a BENPOS monitoring and SBO compliance process? Reach out to us at ap@bloomtreeadvisors.com — we'll make sure nothing slips through.