o
[To be published in the Gazette of India, Extraordinary, Part II, Section 3,
Sub-Section (i)l
Government of India
MINISTRY OF CORPORATE AFFAIRS
Notification
New Delhi, dated 08.02.2019
G.S.R. (E).- In exercise of the powers conferred by sub-sections (1) and (2) of section
469 reatl with section 90 of the Companies Act, 2013 (18 of 2013), the Central
Government hereby makes the following rules further to amend the Companies
(9ignificant Beneficial Owners) Rules, 2018, namely:-
1. (1) These rules may be called the Companies (Significant Beneficial Owners)
Amenclment Rules, 2019.
(2) l'hey shall come into force on the date of their publication in the Official Gazette.
2. In the Companies (Significant Beneficial Owners) Rules, 2018 (hereinafter referred
to as the principal rules), in rule 2, in sub-rule (1), for clauses (b) to (e), the following
clauses shall be substituted, namely:-
'(b) "control" means control as defined in clause (27) of section 2 of the Acf
(c) "form" means the form specified in Annexure to these rules;
(cl) "majority stake" means;-
(i) holding more than one-half of the equity share capital in the body
corporate; or
(ii) holding more than one-half of the voting rights in the body corporate;
or
(iii) having the right to receive or participate in more than one-half of the
distributable dividend or any other distribution by the body corporate;
(e) "partnershipentity" means a partnership firm registered under the Indian
Partnership Act,7932 (9 of 1,932) or a limited liability partnership registered
under the Limited Liability Partnership Act, 2008 (6 of 2009);
(f) "reporting company" means a company as defined in clause (20) of section 2
of the Act, required to comply with the requirements of section 90 of the Act;
(g) "section" means a section of the Act;
O
(h) "significant beneficial owner,, in relation to a reporting
company means an
individual referred to in sub-section (1) of section 90, i"r,o *ti"g
uto.r" o,
together, or through one or more persons or trust, possesses
one or more of
the following rights or entitlementi in such reporting company,
namely:_
(i) holds indirectly, or together with any direct holdings, not less
than ten per cent. of the shares;
(ii) holds indirectly,- or together with any direct holdings, not less
than ten per cent. of the voting rights in the shares;
(iii) has right to receive or participate in not less than ten per
cent. of
the total distributabre dividend, oriny other distribution, in
a financial
year through indirect holdings alone, or together with any direct
holciings;
(iv) has right to exercise, or actually exercises, significant
inlluence or
control, in any manner other than through direct-holdings alone:
Explanation I. - For the purpose of this clause, if an individual
does not hold
any right or entitlement indirectry under sub-crauses (i), (ii)
or (iii), he shali noi
be considered to be a significant 6eneficial owner.
Explanation IL - For the purpose of this clause, an individual
shall be
considered to hold a right or entitlement directly in the
reporting company, if
he satisfies any of the following criteria, namely.'
(i) the shares in the reporting company representing such right or
entitlement are held in the name of the individual;
(ii) the individual holds or acquires a beneficial interest in
the share of the
reporting company under sub_section (2) of section g9, and has
made a
declaration in this regard to the reporting company.
Explanation III. - For the purpose of this clause, an individual
shall be
considered_ to hold a right or.entitlement inclirectly in
the reporting company,
if he satisfies any of the folrowing criteria, in rlspect of a member of the
reporting company, namely: -
(i) where the member of the reporting company is a body
corporate (whether
rncorporated or registered in India or abroad), other than
uli-it"a liability
partnership, and the individual,-
(a) holds majority stake in that member; or
(t l holds majority stake in the ultimate holding company (whether
incorporated or registered in India or abroad) of tiat member;
(ii) where the member of the reporting company is a Hinclu Undivided
Family (HUF) (through knrln), and the inclivi,luat is the karta of the HUF;
o
(iii) where the member of the reporting company is a partnership entity
(through itself or a partner), and the individual,-
(u) is a partner; or
(b) holds majority stake in the body corporate which is a partner of
the partnership entity; or
(c) holds majority stake in the ultimate holding company of the body
corporate which is a partner of the partnership entity.
(iv) where the member of the reporting company is a trust (through trustee),
and the individual,-
(a) is a trustee in case of a discretionary trust or a charitable trust;
(b) is a beneficiary in case of a specific trust;
(c) is the author or settlor in case of a revocable trust.
(v) where the member of the reporting company is,-
(a) a pooled investment vehicle; or
(b) an entity controlled by thc poolecl 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,
and the individual in relation to the pooled investment vehicle,-
(A) is a general partner; or
(B) is an investment manager; or
(C) is a Chief Executive Officer where the investment manager of
such pooled vehicle is a body corporate or a partnership entity.
Explanation IV. Where the member of a reporting company is,
(i) a pooled investment vehicle; or
(ii) an entity controlled by the pooled investment vehicle,
based in a jurisdiction which does not fulfil the requirements referred to in
clause (v) of Explanation III, the provisions of clause (i) or clause (ii) or clause
(iii) or clause (iv) of Explanation III, as the case may be, shall apply.
Explanation V. - For the purpose of this clause, if any individual, or individuals
acting through any person or trust, act with a common intent or purpose of
exercising any rights or entitlements, or exercising control or significant
influence, over a reporting company, pursuant to an agreement or
understanding, formal or informal, such individual, or individuals, acting
through any person or trust, as the case may be, shall be deemed to be 'acting
together'.
o Explanation VI. - For the purposes of this clause, the instruments in the form
of global depository receipts, compulsorily convertible preference shares or
compulsorily convertible debentures shall be treated as 'shares'.
(i) "significant inJluence" means the 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'.
3. In the principal rules, for rules 3 and 4, the following rules shall be substituted,
namely:-
"2A. Duty of the reporting company.- (1) Every reporting company shall take
necessary steps to find out if there is any individuai who is a significant beneficial
owner, as defined in clause (h) of rule 2, in relation to that reporting company, and if
so, identify him and cause such individual to make a declaration in Form No. BEN-1.
(2) Without prejudice to the generality of the steps stated in sub-rule (1), every
reporting company shall in all cases where its member (other than an individual),
holds not less than ten per cent. of its;-
(a) shares, or
(bl
-/ voting rishts, or
' --_-_o _-a)-_-'
(c) right to receive or participate in the dividend or any other distribution
payablc in a financial year,
give notice to such member, seeking information in accordance with sub-
section (5) of section 90, in Form No. BEN-4.
3.Declaration of significant beneficial ownership under section 90.- (1) On the date
of commencement of the Companies (Significant Beneficial Owners) Amendment
Rules, 2019, every individual who is a significant beneficial owner in a reporting
company, shall file a declaration in Forrn No. BEN-1 to the reporting company within
ninety days from such commencement.
(2) Every individual, who subsequently becomes a significant beneficial owner/ or
where his significant beneficial ownership undergoes any change shall file a
cleclaration in Form No. BEN-1 to the reporting company, within thirty days of
acquiring such significant beneficial ownership or any change therein.
Explanation.- Where an individual becomes a significant beneficial owner, or where
his significant beneficial ownership undergoes any change, within ninety days of the
commencement of the Companies (Significant Beneficial Owners) Amendment Rules,
2019, it shall be deemed that such individual became the significant beneficial owner
or any change therein happened on the date of expiry of ninety days from the date of
commencement of said ruies, and the period of thirty days for filing will be reckoned
accordingly.
4. Return of significant beneficial owners in shares.- Upon receipt of declaration
under rule 3, the reporting company shall file a return in Form No. BEN-2 with the
Registrar in respect of such declaration, within a period of thirty days from the date
of receipt of such declaration by it, along with the fees as prescribed in Companies
(Registration offices and fees) Rules, 2014.".
I 4. In the said principal rules, for rules 7 and 8, the following rules shall be substituted,
namely:-
"7. Application to the Tribunal.-
The reporting company shall apply to the Tribunal, -
(i) where any person fails to give the information required by the notice in Form
No. BEN-4, within the time specified therein; or
(ii) where the information given is not satisfactory,
in accordance with sub-section (7) of section 90, for order directing that the shares in
question be subject to restrictions, including -
(a) restrictions on the transfer of interest attached to the shares in question;
(b) suspension of the right to receive dividend or any other distribution in
relation to the shares in question;
(c) suspension of voting rights in relation to the shares in question;
(d) any other restriction on all or any of the rights attached with the shares
in question.
8.Non-Applicability.-These rules shall not be made applicable to the extent the share
of the reporting company is held by,-
(a) the authority constituted under sub-section (5) of section 125 of the Act;
(b) its holding reporting company:
Provided that the details of such holding reporting company shall be reported in
Form No. BEN-2.
(c) the Central Government, State Government or any local Authority;
(d) (i) a reporting company, or
(ii) a body corporate, or
(iii) an entity,
controlled by the Central Government or by any State Government or Governments,
or partly by the Central Government and partly by one or more State Governments;
(e)Securities and Exchange Board of India registered Investment Vehicles such as
mutual funds, alternative investment funds (AIF), Real Estate Investment Trusts
(REITs), Infrastructure Investment Trust (lnVITs) regulated by the Securities and
Exchange Board of India,
($lnvestment Vehicles regulated by Reserve Bank of India, or Insurance Regulatory
and Development Authority of India, or Pension Fund Regulatory and Development
Authority.
principal rules, for Form No. BEN-1, Form No. BEN-2, Form No. BEN-3 and
5. In the
BEN4 the following Forms shall be substituted, namely: -
I
"Form No. BEN-1
Declaration by the beneficial owner who holds or acquires significant beneficial
ownership in shares
[Pursuant to section 90(1) of the Companies Act, 2013 and rule 2A, 3]
To
Name of the company:
Registered office address:
1. Purpose of filing the form (choose any one)
O For declaration of Significant Beneficial Ownership under Section 90
O For Change in Significant Beneficial Ownership under Section 90
ID of the Significant Beneficial Owner
2. Particulars of the holder of the si beneficial interest:
Name of the Significant Beneficial Owner
(Given name and last Name)
Address and Email id
Date of Birth/Age
Father's/ Mother's/Spouse's name
Occu pation
Nationality
Passport No. (in case of foreign national)
3;lNature of indirect holding or exercise of right in the reporting company through
member of the reporting company (where more than one repeat this para of the Form)
(a) Type of Member (Company/ LLp/Any other Body Corporate/HUF/
Partnership Firm/Discretionary Trust/ Charitable trust/specific
Trust/Revocable Trust /Pooled Investment vehicle (plV) Entity controlled
/
by PIV)
(b) Corporate Identity number(ClN) or Limited LiabiliW partnership
Identification number(LLPIN) or any other registration number allotted by the
regulator established under the Act
(c) Name of the Member
(d) Adclress
Line I
t
Line II
City State
Country Pin Code
(e) Nature of indirect holding or exercise of right in the reporting company:
O By virtue of shares %
O By virtue of voting rights in shares %
O By virtue of rights on distributable dividend or any other distribution
o/o
O By virtue of exercise of control (attach copy of agreement)
O By virtue of exercise of significant influence (attach copy of agreement)
(f) status of significant beneficial owner in the member of the reporting company
(choose any one)
O Individual in case of company or any other body corporate
O Partner in case of partnership firm or LLp
O Karta in case of HUF
Q Trustee in case of a discretionary trust or charitable trust
O Beneficiary in case of a specific trust
Q Author or settlor in case of a revocable trust
O General Partner, Investment Manager or CEO in case of pooled investment
vehicle or entity controlled by pooled investment vehicle
(g) In case the member is a partnership firm or LLp, specify whether significant
beneficial owner:
O is a partner
O holds majority stake in the body corporate partner
O holds majority stake in the ultimate holding company of the body corporate
partner
(h) In case the member is a company or any other body corporate, specify whether
significant beneficial owner holds:
O majority stake in such company or body corporate
O majority stake in the ultimate holding company of such company or body
corDorate
(i) whether significant Beneficial owner has any direct holding or right in the
reporting company
I
O Yes ONo
If yes, enter details below:
O By virtue of shares 7o
O By virtue of voting rights in shares 7o
O By virtue of rights on distributable dividend or any other distribution
7o
O By virtue of exercise of control (attach copy of agreement)
O By virtue of exercise of significant influence (attach copy of agreement)
Date:
Place:
Signature of the holder of the significant beneficial interest
Attachments:
;.Q*.y,T"g;?F,)"i2,n"companessffi [:tJi:,:?J::"[iiJiti,1io,l
20181 YTffiTfl/
Act, 2013 and rute 4 and 8 of rhe companies SeCtiOn 90
(sisnificant Benericiat owners) Rutes,
*JAI.&[
tq#i#il
Form language o English o Hindi
Refer the instruction kit for filino the form.
l. (a) ' Corporate ldentity Number (ClN) of company
(a) Name of the company
(b) Registered Office Address
(c) "email ld
* Purpose of filing the form
O Fordeclaration of Significant Beneficial Ownership u nder Section 90
Number of Significant Beneficial Owners for whom the form
is being filed
O ForChange in Significant Beneficial Ownership underSectiongO
I lD of the Significant Beneficial Owner
O For declaration of holding reporrrng company
CIN of the holdinB reporting company
4' (A) Number of Members through whom indirect holding or right in reporting
company is being exercised
(B) Details of the Member
I t Manner in which significant beneficial interest is being held or exercised either indirectly or
together with any direct holding or right (select one or more as may be applicable)
o By virtue of shares %
By virtue of voting rights in shares Yo
By virtue of rights on distributable dividend or any other distribution
By virtue of exercise of control (attach copy of agreement)
o By virtue of exercise of significant influence (attach copy of agreement)
Particulars of the Member
(a) Type of Member
(b) corporate tdentity numbe(ctN) or Foreign Registration
company t--r*r-
Number (FcRN) or Limited liability partnership tdentification numbeTGtp-tfr)-
or any other registration number
(c) Name of the Member
(d) Address
Line I
Line ll
City State
Country Pin Code
(e) Email lD of the Member
(f) Date of entry of name in register u/s 8g (DD/MM/YYYY)
(C) Status of the SBO
(0) Whether individual (SBO) has majority stake in the
O Member of the Reporting Company
O Ultimate ttolding Company of the member of the reporting company
Corporate ldentity number (ClN) or FCRN or any other registration
Name of the ultimate holding company
(E) Whether the individual (SBO):
O is a Partner of the member
Q holds majority stake in the'body corporate partner
O holds majority stake in the ultimate holding company of the body corporate partner
Corporate ldentity number(ClNlor FCRN or any other registration number
Name of the body corporate partner/ ultimate holding company
(F) Particulars of the Significant Beneficial Owner
(a) Name
First name
Last name
Middle name
(b) Father's Name (Even married women must give fathe/s name)
First name
Last name
Middle name
(c) Date of birth (DD/MM/YYYY)
(d) Nationality
(e) Whether a citizen of lndia O Yes ONo
(0 Income Tax PAN i, Ifr,:,;:trrt i. ii.N ll,::1air!
'r':,1 ::.ai
(c) Passport Number
(h) Address
Line I
Line ll
City State
Country Pin Code
(i) Email lD of the Significant Beneficial Owner
(i) Date of acquiring Signiflcant Beneficial Interest (DDlMM/YYYY)
10
(k) Date of declarations under sub-section (1) of section 90
(DD/MM/YYYY}
(l) Date of receipt of the declaration by the company
(DD/MM/YYYY)
(m) Whether Significant Beneficial Owner has any direct holding or right in the reporting company
O Yes ONo
lf yes, enter details below:
Q By virtue of shares %
O By virtue of voting rights in shares %
O By virtue of rights on distributable dividend or any other distribution [----lv"
O By virtue of exercising control (attach copy of agreement)
O By virtue of exercising significant influence (attach copy of agreement)
Attachments: List of Attachments
I
*Declaration under Section 90 Anech i
1.
Attich
2. Optional attachments, if any
Remove attachment
Declaration
To the best of my knowledge and belief, the information given in this form and attachments is correct and
comp|ete.|havebeenauthori2edbyboardofdirectors,reso|utiondated
to sign and submit this form.
rTo be digitally signed by DSC BOX
{Designation
rDirector identification number of the director; or
DIN or PAN of the manager or CEO or CFO; or
Membership number of company secretary.
11
Certificate by Practicing Professlonal
It I
have gone through the provisions of the Companies Act, 2013 and Rules thereunder
is hereby certified that
for the subject matter of this form and matters incidental thereto and I have verified the above particulars
(including attachment(s)) from the original records maintained by the Company which is subject matter of this
form and found them to be true, correct and complete and no information material to this form has been
suppressed.
O Chartered Accountant (in whole-time practice) or O Cost Accountant (in whole-time practice) or
O Company Secretary (in whole-time practice) DSC BOX
Whether Associate or Fellow O Associate O Fellow
Membership Number
Certificate of Practice Number
Modify Check form Prescrutiny Submit
Note: Attention is also drawn to provisions of Section 448 and 449 which provide for punishment for false
statement and punishment for false evidence respectively.
This e-Form has been taken on file maintained by the register of companies through electronic
mode and on the basis of statement of correctness given by the Director and professional.
Form no. BEN-3
Register of beneficial owners holding significant beneficial interest
lPursunnt to section 90(2) of the Compnnies Act, 2013 and rule 5(1)f
Name of the company:
Registered office address:
Sl. No. Name of the Address and E- Date of Birth/ Father's/
Beneficial mail id Ag" Mother's/
Owner Spouse's name
(1) (2) (3) (4) (s)
Occupation Nationality PAN/UIN Passport No. Status
(in case of
foreign
national)
12
o
(6) (7) (8) (e) (10)
Date of Date of Date of entry in Date of filing of Any other
declaration cessation Register BEN-2(SRN interest, if any
under section wise)
90
(11)
Instructions, if
any, given by
the member
Form no. BEN-4
fPursuant to section 90(S) of the Companies Act, 2013, rule 2A, 6 and rule 7l
[<>] (the,,Company,,)
<>
[By post/email]
To:
Name and address of significant beneficial owner/any other
person
Date:
subject: Notice under sub-section (5) of section 90 of the
Companies Act, 2013 and
rules made thereunder
The Company has reasonable cause to believe that* :
! you are a signi_ficant beneficial o*ne. of the .orrrparqry
I have knowledge of the identity of significant beneficiar owner/another
person
likely to have such knowledge;
! being a member hold not less than 10% of the shares/voting rights/rights
on
dividend or any other distribution in the company
I have been a significant beneficiar owner of the company during
the three years
immediately preceding the date of this notice, and
I5
in respect of the above significant beneficial ownership, the retum prescribed under
Section 90 of the Act has not been filed in compliance with the Act.
You are accordingly advised to give the following information within 30 days of the
date of this notice in accordance with the section 90 of the Companies Act, 2013:
1. Name and Address of the Beneficial Owner
2. PAN of the B.O
3. Name of the person/entity/trust/body etc in whose name the shares/rights
are registered/ held
4. Date of acquiring beneficial interest
5. Documents, terms and conditions or any other particulars regarding the BO
ownership
6. Reason for not filing declaration in Form No. BEN-I.
7. Any other information incidental to or relevant or in your possession or
knowledge to enable the company to evaluate this matter.
* A copy of Form No. BEN-1 is attached
for compliance.
The abovementioned particulars should be submitted in writing to the registered
address of the company not later than 30 days of the date of this notice failing which
the company shall proceed in the matter without further notice as per the provisions
of the Act.
Name & signature
(Person authorized to issue notice)
*Delete zohicheuer
is not npplicable
IF.No
K.V.R.Murty, |oint Secretary.
Note: The principal rules were published in the Gazette of India, Part II, Extra
ordinary, Section 3, Sub-section (i) vide number G.S.R. 561(E), dated the 13th
june,201B.
|
