SIGNIFICANT BENEFICIAL OWNERSHIP RULES, 2019
Means an individual as per Sec 90(1) who acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in such reporting company, namely:
MEANING OF MAJORITY STAKE
MEANING OF PERSON ACTING TOGETHER
If any individual(s) :
MEANING OF SIGNIFICANT INFLUENCE
Power to participate directly or indirectly, in the financial and operating policy decisions of the reporting company but is not control or joint control of those policies.
MEANING OF DIRECT HOLDING BY SBO
On satisfaction of any one of the criteria:
MEANING OF INDIRECT HOLDING BY SBO
If the individual satisfies any of the following criteria in respect of a member of the reporting company:
|WHERE THE MEMBER OF THE COMPANY IS A BODY CORPORATE (whether incorporated/registered in India or abroad) [other than LLPs]||An individual who holds:
> Majority Stake in that Member; or
> Majority Stake in Ultimate Holding Company (whether incorporated/registered in India or abroad) of that Member is said to indirectly hold the right or entitlement in that company.
|WHERE THE MEMBER OF THE COMPANY IS A HUF (through Karta)||an individual who is the Karta of the HUF shall be said to indirectly hold the right or entitlement in that company.|
|WHERE THE MEMBER OF THE COMPANY IS A PARTNERSHIP ENTITY [LLPs are covered](through itself or partner)|| an individual who:
> is a partner of that partnership entity; or
> holds majority stake in the body corporate which is a partner of the partnership entity; or
> holds majority stake in the ultimate holding company of the body corporate which is a partner of the partnership entity.
is said to indirectly hold the right or entitlement in that company.
|WHERE THE MEMBER OF THE COMPANY IS A TRUST (through trustee)||an individual who is:
> a trustee, in case of a discretionary trust or a charitable trust
> a beneficiary in case of a specific trust
> the author or settler, in case of a revocable trust.
is said to indirectly hold the right or entitlement in that company
|WHERE THE MEMBER OF THE COMPANY IS A POOLED INVESTMENT VEHICLE/ENTITY CONTROLLED BY POOLED INVESTMENT VEHICLE, based in member State of the Financial Action Task Force on Money Laundering and the regulator of the securities market in such member State is a member of the International Organization of Securities Commissions||the individual who is:
> a general partner of the pooled investment vehicle; or
> an investment manager of the pooled investment vehicle; or
> Chief Executive Officer (CEO), where the investment manager of such pooled vehicle is a body corporate or a partnership entity.
DUE DATE FOR FILING
|BEN-1||Individual who is SBO to the reporting company||Within 90 days from commencement of SBO rules. Within 30 days of subsequently acquiring the significant beneficial ownership or any change therein.|
|BEN-2||Reporting Company to Registrar||Within 30 days of receipt of declaration in BEN-1|
|BEN-3||Register of beneficial owners holding significant beneficial interest|
|BEN-4||Notice by reporting company to member* for information as per 90(5)|
*Member (other than individual) holding not less than 10% shares or voting rights or right to receive/participate in dividend or any other distribution payable in a financial year.
Where an individual becomes SBO or any change occurs in ownership within 90 days of commencement of these rules, it shall be deemed that the change has occurred or individual has become SBO on the expiry of the 90 days from the commencement of these rules and 30 days shall be calculated accordingly.