Significant Beneficial Ownership: Every individual, who acting alone or together, or through one or more persons or trust, including a trust and persons resident outside India, holds beneficial interests, of not less than 10% in shares of a company or the right to exercise, or the actual exercising of significant influence or control as defined in clause (27) of section 2, over the company. (The act has provided for a upper limit of 25% holding in shares – however as specified in the rules 10% holding in shares is taken into account).
Non Applicability: Individual does not include – Mutual Funds, Alterative Investment Funds, Real Estate Investment Trusts and Infrastructure Investment Trusts regulated under SEBI Act.
Shares means: Global depository receipts, compulsorily convertible preference shares or compulsorily convertible debentures.
Who are Significant Beneficial Owners?
1. Individuals or natural persons
2. Other than (a)
|S.No||Type of members||Significant Beneficial Owner|
|1.||Company||Significant beneficial owner is the natural person, who, whether acting alone or together with other natural persons, or through one or more other persons or trusts, holds not less than 10% share capital of the company or who exercises significant influence or control in the company through other means.|
|2.||partnership firm||Significant beneficial owner is the natural person, who, whether acting alone or together with other natural persons, or through one or more other persons or trusts, holds not less than 10% of capital or has entitlement of not less than 10%. of profits of the partnership|
|3.||If no natural person is identified in 1 & 2||Significant beneficial owner is the relevant natural person who holds the position of senior managing official.|
|4.||Trust||The identification of beneficial owner(s) shall include identification of the author of the trust, the trustee, the beneficiaries with not less than 10% interest in the trust and any other natural person exercising ultimate effective control over the trust through a chain of control or ownership.|
Filing of returns under section 90:
|S.No||Type of return/register||To be filed by||Time limit and reason to file|
|1.||Form No. BEN-I||Significant Beneficial Owner (SBO)||Within 90 days of 13th June 2018 (Commencement of these rules) and any new acquisition or change thereafter shall be filed within 30 days.|
|2.||Form No. BEN-2||Company||Within 30 days of declaration received under 1 above.|
|3.||Register No. BEN-3.||Company||To maintain register of SBO – No time line – to be construed immediately.|
|4.||Form No. BEN-4.||Company||To give notice calling information, if it has reasonable cause to believe to be SBO, having knowledge of SBO, been SBO during any time in last 3 yrs from the date of issue of notice and not registered as such. The information by notice holder shall be given within 30 days.|
Application to NCLT:
If the information sought under Form No. BEN-4 is not received or satisfactory, the company can apply to the tribunal as within 15 days of expiry of 30 days for an order directing that the shares in question be subject to restrictions with regard to
1. Transfer of interest;
2. Suspension of all rights attached to the shares;
3. Restrictions on the transfer of interest attached to the shares in question;
4. Suspension of the right to receive dividend in relation to the shares in question;
5. Suspension of voting rights in relation to the shares in question;
6. Any other restriction on all or any of the rights attached with the shares in question.
The tribunal on hearing may pass any order within 60 days from the date of receipt of application on the above grounds.