Securities and Exchange Board of India
CIRCULAR
SEBI/HO/CFD/CMD1/CIR/P/2019/36
March 12, 2019
To
All Listed entities
All the Recognised stock exchanges
All the Depositories
Dear Sir/Madam,
Sub: Modification of circular dated December 7, 2018 on ‘Disclosure of significant beneficial ownership in the shareholding pattern’
1. Vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000149 dated December 7, 2018, certain requirements were specified with respect to disclosure of significant beneficial ownership in the shareholding pattern of listed entities. The said circular was based on the Companies (Significant Beneficial Owners) Rules, 2018 issued by Ministry of Corporate Affairs vide notification dated June 14, 2018.
2. Subsequent to the issue of the aforesaid circular, the Companies (Significant Beneficial Owners) Rules, 2018 were amended by Ministry of Corporate Affairs vide the Companies (Significant Beneficial Owners) Amendment Rules, 2019 notified on February 8, 2019.
3. In view of the amendments to the Rules, the Circular No. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000149 dated December 7, 2018 shall stand modified to the extent as specified hereunder:
3.1. The circular shall be applicable to those listed entities that are reporting companies as per Companies (Significant Beneficial Owners) Rules, 2018, as amended from time to time.
3.2. The submissions under this circular shall be in line with the requirements specified under Companies (Significant Beneficial Owners) Rules, 2018, as amended from time to time.
3.3. In view of the revised formats issued under the amended Rules, the format specified in the Annexure to this circular shall replace the format specified in the Annexure to the circular dated December 7, 2018.
3.4. In view of the revised timelines under the amended Rules, the circular shall come into force with effect from the quarter ended June 30, 2019.
4. The Stock Exchanges are advised to bring the provisions of this Circular to the notice of listed entities and also to disseminate the same on its website.
5. This Circular is issued in exercise of the powers conferred under Section 11 and Section 11A of the Securities and Exchange Board of India Act, 1992 read with Regulation 31 and Regulation 101(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
6. This Circular is available on SEBI website at www.sebi.gov.in under the categories “Listing Regulations” and “Legal”.
Yours faithfully,
Pradeep Ramakrishnan
Deputy General Manager
Compliance and Monitoring Division-1
Corporation Finance Department
Tel No: 022 2644 9246
Email: pradeepr@sebi.gov.in
Annexure
Table V- Statement showing details of significant beneficial owners (SBOs)
* In case the nature of the holding/ exercise of the right of a SBO falls under multiple categories specified under (a) to (e) under Column III, multiple rows
for the same SBO shall be inserted accordingly for each of the categories.
# This column shall have the details as specified by the listed entity under Form No. BEN-2 as submitted to the Registrar.
