Details required for Identification of SBO under SBO Rules

DETAILS REQUIRED FOR COMPLIANCE OF SBO RULES

This is in line with the latest ROC order passed on 22^nd May, 2024 against M/s. Linkedin Technology Information Private Limited in terms of compliance of provisions of sec.89 and sec.90 of Companies Act, 2013 r/w the Companies (Significant Beneficial Owners) Rules, 2018.

ROC in the aforesaid matter has adopted three levels of test to identify the SBO which are specified as follows:

1. Beneficial ownership through holding subsidiary relationship
2. Beneficial ownership through the reporting channel test
3. Beneficial ownership through the test of financial control

Now, assuming M/s. ABC Ltd as ‘Subject Company’, the Subject Company requires to identify the SBO based on the aforesaid tests adopted by ROC. For this purpose, certain information are to be obtained which may be sought in below format:

DETAILS REQUIRED FOR COMPLIANCE OF SBO RULES

1. Specify the list of Board members and shareholders of the group entities

• Group Entity No. 1

S. No	Name of Board Member	Designation
1
2
3
4

 

S. No	Name of shareholder	No. of shares held	% of voting rights held
1
2
3
4

• Group Entity No. 2

S. No	Name of Board Member	Designation
1
2
3
4

 

S. No	Name of shareholder	No. of shares held	% of voting rights held
1
2
3
4

2. Share the soft copies of MOA, AOA and any other constitutional documents of all the group entities.

3. Share the filed Form AOC-4 and MGT-7 from the date of incorporation of the Subject Company.

4. Share the soft copies of Annual reports or other similar document filed with regulatory authority in that country for the group entities.

5. Specify the official website link for the group entities.

6. Specify the details of employees who are common in two or more group entities. 

1. Name of employee: ______________________

S. No	Name of the entity	Designation	Date of appointment	Date of resignation
1
2
3
4

2. Name of employee: ______________________

S. No	Name of the entity	Designation	Date of appointment	Date of resignation
1
2
3
4

7. Specify the name of senior most officer along with their designation for the below group entities:

S. No	Entity name	Name of senior most officer	Designation
1	Group Entity No. 1
2	Group Entity No. 2
3	Group Entity No. 3
4	Group Entity No. 4
5	Group Entity No. 5

 8. Share the latest DIR-8 and MBP-1 forms of the Subject Company pertaining to the following directors:

S. No	Name
1	Director Name 1
2	Director Name 2
3	Director Name 3
4	Director Name 4
5	Director Name 5

9. Share the filed DIR-12 forms of the Subject Company pertaining to appointment of the following directors in the Board of Subject Company:

S. No	Name
1	Director Name 1
2	Director Name 2
3	Director Name 3
4	Director Name 4
5	Director Name 5

10. Whether the directors of the Subject Company take any remuneration from the Subject Company or not?

11. Whether the directors of the Subject Company resign from the Subject Company once they exit from the employment of any group entity?

12. Has the Subject Company executed any ‘Power of Attorney’ or passed any ‘Board resolution’ authorizing any person belonging to the group entity to act as ‘authorised representative’ of the Subject Company? If yes, then share the ‘Power of Attorney’ or ‘board resolutions’ authorizing the same.

13. Whether the Subject Company engages in any related party transactions on behalf of any group entity? If yes, then specify the related party transaction in detail.

1. Nature of Related Party Transaction : ______________________

S. No	Name of the group entities on behalf of whom the related party transaction is entered for
1
2
3
4

2. Nature of Related Party Transaction : ______________________

S. No	Name of the group entities on behalf of whom the related party transaction is entered for
1
2
3
4

14. Whether the Subject Company has filed any Form MGT-6? If yes, then share the filed Form MGT-6.

Disclaimer: This is not an exhaustive list of information which needs to be obtained for the purpose of identifying the SBO. Additional information may be sought which depends on case to case basis.