SEBI specifies format for SBO reporting

By Nikita Snehil ( (

SEBI vide its Circular[1] dated December 7, 2018, has come out with the format for the disclosure of significant beneficial ownership. The said format has been inserted in the format of the shareholding pattern of specified securities, which is submitted by the entities under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). In this regard, this Article intends to explain the requirement and the details required to be furnished in the revised format of the shareholding pattern especially w.r.t the disclosure of significant beneficial ownership.

Modification in the format of shareholding pattern

The said Circular has modified the format of the shareholding pattern (as per the requirement of Regulation 31 of the Listing Regulations) which was prescribed by SEBI, vide its Circular No.  CIR/CFD/CMD/13/2015[2] dated November 30, 2015 (‘Circular 2015’).

The format has been modified by inserting a new table named ‘Table V – Statement showing details of significant beneficial owners’.

Enforcement of the revised format

The Circular shall come into force with effect from the quarter ended March 31, 2019. Therefore, post the quarter, the first reporting has to be done within April 21, 2019 for the last quarter of FY 2018-19.

Meaning of SBO for the purpose of disclosure

The Circular specifies that all the terms specified in this circular shall have the same meaning as specified in the Companies (Significant Beneficial Owners) Rules, 2018[3], which was notified by MCA on June 13, 2018.

Details to be provided in the disclosure

As per SEBI’s format, following details are required to be provided in the statement:

  1. Name; PAN and Nationality of the significant beneficial owners;
  2. Name; PAN and Nationality of the registered owners;
  3. of shares held by beneficial owner;
  4. Shareholding of the beneficial owner, as a % of total no. of shares (calculated as per SCRR, 1957) as a % of (A+B+C2) [here ‘A’ refers to Promoter and Promoter Group, B refers to Public shareholding and C2 refers to Shares held by Employee Benefit Trust under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as provided in SEBI’s 2015 Circular.

The format seems to be a generalised one, therefore, in cases like, the BO being a foreign investor or where the SBO is the senior managing official of the company, there the companies will have to provide nil or the explanation for not having PAN/ any shareholding respectively.

Also, it is pertinent to note that, the shareholding of the BOs should be considered on diluted basis because the Companies (Significant Beneficial Ownership) Rules, 2018 provides that the instruments in the form of global depository receipts, compulsorily convertible preference shares or compulsorily convertible debentures should be treated as ‘shares’. Therefore, the ownership should be disclosed accordingly.


Considering the various practical implementation issues, MCA has not yet provided the e-form of BEN -1, which is for the disclosure of significant beneficial ownership. Also, the SBO Rules notified by MCA are likely to undergo certain revisions, considering the challenges involved in implementing the SBO Rules without losing the intent of introducing the such requirements. Therefore, SEBI’s step of introducing the format of SBO reporting certainly requires MCA to clarify the ambiguities prevailing in the SBO Rules soonest.




FAQs on Borrowing by Large Corporates: Unveiling the Perplexity!

By Pammy Jaiswal ( (


The untiring efforts of SEBI as well as the Government in uplifting the bond market is quite commendable. SEBI has started taking long footsteps towards the accomplishment of the budget announcement by the Government for the year 2018-19. The steps include introduction of electronic bidding platform for privately placed debt securities, consolidation of ISIN of debt instruments and introduction of a secondary market for debt instruments.  Accordingly, our country’s bond market is almost at par with the banking loans to stand at Rs. 422 billion dollars as compared to Rs. 561 billion dollars[1] as on 31st March, 2018. However, majority of bonds issued in the country are on private placement basis. Despite gaining prominence, bond issued in India currently lacks an active secondary market

SEBI in its continued effort for deepening the bond market, issued a “circular” dated November 26, 2018[2] where it has mandated certain listed entities to mandatorily borrow a certain percentage of its borrowings through the issuance of debt securities.

While it is true that SEBI does not want to leave any stone unturned for strengthening the Indian bond market, however, there certain grey areas in the framework, which needs further clarification. In this paper, we intend to highlight these grey areas and potential answers to the problems.

Further, we have also prepared a summarised write-up on the said framework which can be viewed here.

FAQ Section

  1. When will the framework under the circular be applicable?

The framework under the circular is applicable w.e.f. FY 2019-20 (where the FY is from April to March) or FY 2020 (where FY is from January to December).

  1. What is the meaning of the term ‘Large Corporate’?

The entities which fulfil all the three conditions given below based on the financials of the previous year are termed as Large Corporate or LC:

  • Listed companies (specified securities, debt securities, non- convertible redeemable preference shares);
  • Having long term (maturity of more than 1 year) outstanding borrowings excluding ECBs and borrowings between parent and subsidiary of Rs. 100 cr and above; and
  • Carries a credit rating of AA and above of unsupported bank borrowings or plain vanilla bonds (highest rating to be considered in case of multiple ratings).
  1. Whether the applicability of the said circular has to be examined every year?

LCs are required to check the applicability of the aforesaid circular every year and accordingly be termed as Large Corporates.

  1. What is the meaning of unsupported borrowings?

The circular talks about the credit rating of unsupported borrowings or plain vanilla bonds. Clause (iii) of para 2.2 states:

“have a credit rating of “AA and above”, where credit rating shall be of the unsupported  bank  borrowing  or  plain  vanilla  bonds of an  entity,  which have  no  structuring/  support  built  in;  and  in  case,  where  an  issuer  has multiple ratings from multiple rating agencies, highest of such rating shall be considered for the purpose of applicability of this framework”

A supported borrowing may referred to as a borrowing backed by a collateral or some sort of a guarantee for ensuring its repayment. Therefore, an unsupported borrowing is nothing but an unsecured loan.  The reason behind keeping the requirement of credit rating of AA and above for unsupported borrowing is to mandate entities having good credit ability for not only secured but also unsecured borrowings to issue specified percentage of their debt securities in accordance with this circular.

Further, only such highly rated entities shall encourage an investor to invest.

  1. What are the various stipulations with respect to bond issuances imposed by this circular?

There are basically two stipulations imposed under this circular:

      1.Initial requirement:

For the first two years in which the framework becomes applicable (i.e. FY 2020 and 2021), the LC is required to raise a minimum of 25% of the long term borrowings (maturity of more than 1 year) in each of the FY (for which the entity becomes an LC) excluding ECBs and borrowings between parent and subsidiary (incremental borrowings) by way of issuance of debt securities

   2.Continual requirement:

From the third year of the applicability (i.e. FY 2022 onwards), the LC is required to mandatorily required to raise a minimum of 25% of its increased borrowing in such year from the issuance of debt securities over a period of one block of two years.

Further, in case of any shortfall of borrowing in any year, such shortfall is required to be carried forward to the next year in the block.

  1. What is the manner of adjusting the shortfall in any FY?

As we go through the illustration given in Annexure C of the circular, it becomes clear that for the first year of implementation there is no concept of carrying forward the shortfall to the second year, since the LC is required to explain the reason for not being able to comply with the borrowing requirements.

Further, as regards the shortfall for the second year and onwards is required to be carried forward to the next year. Now let us try and understand the manner of adjustment from the below mentioned illustration:

X Ltd is an LC as on the last day of the previous year being 31st March, 2019.

[Rs. in cr]

  2020 2021 2022 2023 2024



[Not an LC]

Increased Borrowing [IB] 200 500 700 600 650 100
Mandatory borrowing from debt securities of 25% of the IB[MB] 50 125 175 150 162.5 NIL
Actual Borrowing from debt securities [AB] 40 100 75 200 100 5
Adjustment of the shortfall of the previous year NIL NIL NIL 100 50 112.5
Shortfall to carry forward NIL NIL 100 50 112.5 107.5
Penalty NIL NIL NIL NIL NIL 107.5* 0.2%

= 0.215


Basically, the LC shall first adjust the AB towards the shortfall of the previous year of the current block and then check whether it has complied with the MB requirements. Further, the penalty shall be levied if there is the shortfall of the previous year in the current block could not adjusted with the AB of the second year of the current block.

  1. What are the penal consequence for non- compliance?
  • For FY 19-20 & 20- 21, no penalty but explanation will be required;
  • From FY 21-22 onwards, the minimum funding requirement has to be met over a block of 2 years.
  • In case of any shortfall of the first year of the block is not met as on the last day of the next FY of the block, a monetary penalty of 0.2% of the shortfall amount shall be levied and paid to SE.
  • The manner of payment of the penalty has not been provided in the circular but SEs are expected to bring the same.
  1.     What are the disclosure requirements?
  • The fact that the entity has fulfilled the criteria of being an LC based on the financials of previous year has to be disclosed to SE within 30 days of the beginning of the FY. Format as per Annexure A to the Circular.
  • The details of incremental borrowings done in the FY has to be disclosed to SE within 45 days of the end of the FY.  Formats as per Annexure B1 [(applicable for FY 19-20 & 20-21) and B2 (applicable for FY 21-22 onwards)] to the Circular.
  • The aforesaid disclosures shall be certified both by the CS and CFO.
  • The aforesaid disclosures shall also form part of the annual audited financial results.
  1.     Any other specific requirements?
  1. The entity will need to choose any one of the Stock Exchanges (where the securities are listed) for payment of the penalty.
  2. The entity being an LC for the previous year and carrying a shortfall for that year in the current year for which the entity is not an LC shall also be required to make the requisite disclosures within 45 days of the end of the current year.


  1. Whether the requirements of the circular are relevant for all the LCs?

While the ambit of the circular is broad enough to cover both Non-Banking Financial Companies (‘NBFCs’) and Non-Banking Non-Financial Companies (‘NBNFCs’), the circular is more relevant for NBNFCs.

NBFCs are financial institutions and are engaged in lending and investing activities in their day to day operations and therefore, the major chunk of the working capital and long term funding requirements anyways come from issuance of debt securities considering the leverage issues.

Therefore, one may construe that the circular is more relevant for NBNFCs since they are not mandated to borrow from the issue of debt securities as the funding requirements of these entities can also be fulfilled by banks. Further, the circular should have laid down a specified threshold on the increased borrowing which if met should be required to constitute of debt securities also to the tune of 25%

  1. Whether relaxation is for any first two year of implementation or the year mentioned in the circular?

This circular was lead by a consultation paper issued by SEBI [3]on July 20, 2018 which clearly stated that “A “comply or explain” approach would be applicable for the initial two years of implementation.  Thus, in case of non-fulfilment of the requirement of market borrowing, reasons for the same shall be disclosed as part of the “continuous disclosure requirements”

However, the circular is clear on the initiation point of the said framework i.e. April, 2019, accordingly, one may take a view that the FY 2020 and 2021 shall mandatorily be the first two years in which the relaxation of comply or explain can be taken. Any entity which gets covered by the aforesaid circular at a later date shall have to mandatorily comply with the borrowing requirements and be liable to penalty in case of non-compliance.

  1. Whether the term ‘increased borrowings’ shall also cover Pass Through Certificates (‘PTCs’)?

As per the circular, “incremental borrowings” have been defined to include borrowings during a particular financial year with original maturity of more than 1 year, excluding ECBs and ICDs between a parent and its subsidiaries.

Further, IND AS 109, treats PTCs as collateralized borrowings only. Here it is pertinent to note that the question of showing the investor’s share in PTC as financial liability arises only because the securitised pool of assets fails the de-recognition test.

Originator has no obligation towards the investors of the PTC. The investors are exposed to the securitised pool of assets and not to the originator. Therefore, merely because the investor’s share appears on the balance sheet of the originator as financial liability, as per Ind AS 109, does not mean they are debt obligations of the originator.

Accordingly, incremental borrowings shall not include PTCs.

  1. In cases where an entity ceases to be an LC in one year and again gets covered by the circular in subsequent years, whether the initial disclosure to the stock exchange shall be required to be given again?

In our view, such entity should provide the exchange with the initial disclosure for the purpose and to enable the stock exchange to continuously monitor the compliance of the framework.

  1. How will the stock exchange be apprised that an entity is no more an LC

Ideally there should be an intimation to the exchange stating that the entity is no more an LC and accordingly the mandatory borrowing requirements should not be made applicable on for such FYs in which it is not an LC.

Further, this intimation may also indicate that the entity shall inform the exchange in terms of para 4.1 once it qualifies to be an LC.

  1. What is the role of the stock exchange in terms of para 5 of the circular?
  • The exchange shall collate the information about the LC and submit the same to the Board within 14 days of the last day of the annual financial results;
  • The exchange shall collect the fine as mentioned under para 3.2(ii); and
  • The said fine shall be remitted by the exchange to the SEBI IPEF within 10 days of the end of the month in which the fine was collected



SEBI has laid down penal provisions for not complying with the circular. However, if the issue size of mandatory borrowing is too small, then there may be a possibility that LCs may think of doing their cost benefit analysis between the issue cost and the penalty amount. Therefore, SEBI should set a minimum threshold for increased borrowings and cover only those LCs to raise funds through bond market who exceed such threshold.

[1] CRISIL’s yearbook on Indian bond market



FAQs on SEBI’s circular on standardized norms for transfer of securities in physical mode

Board interlock restrictions apply to existing IDs too

SEBI clarifies in recent informal guidance

Sundaram Finance (applicant company) on 28th August, 2018 requested SEBI to issue informal guidance for getting clarity/better understanding of the wording use in new Regulation 17 (1A) and Regulation 25 (1) both of which use the word “continue” which is absent in Reg.16(1)(b)(viii).

The below note give’s a summary  with regard to Informal Guidance issued by SEBI dated 15th October, 2018 which gives a better understanding/clarity with respect to the above regulations.

Discussion under Kotak Committee report[1]

Independent director function as an oversight body in monitoring the performance of the company and should raise red flags whenever suspicious occurs, and one of the  most  important elements being “independence”, the Kotak Committee felt that the evaluation of “independence” of an Independent director should  entail  both  objective  and  subjective  assessments  and  such  assessments  should  be  both continuing and genuine.

Another  trend  that  was  brought  to  the  attention  of  the  Committee  and  found  to  be  undesirable from a good governance standpoint, is “board interlocks” which may run a structural vulnerability of quid-pro-quo (a favor or advantage granted in return for something) which may harm the independence of an independent director.

Board interlocks can be good or bad depends on case-to-case basis. Some can use it in ethical manner and can be useful to bring business to companies and some might use them in a wrongly manner/misuse the power for their personal benefit and can cause harm to long-term interest of the company.

Requirement under SEBI (Listing Obligation and Disclosure Requirements), 2015[2]

SEBI has provided clarity in regards to the informal guidance issued to Sundaram Finance Private Limited based on three regulation provided under SEBI (Listing Obligation and Disclosure Requirement), 2015:

Regulation 16 (1)(b)(viii):

“Independent director means a non-executive director, other than a nominee director of the listed entity:

Who is not a non-independent director of another company on the board of which any non-independent director of the listed entity is an independent director.”

Regulation 17 (1A):

“No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.”

Regulation 25 (1):

“No person shall be appointed or continue as an alternate director for an independent director of a listed entity.”

Interpretation of Sundaram[3]

Sundaram Finance Limited requested for informal guidance to be issued for their clarity in regards to Regulation 16 (1)(b)(viii), Regulation 25 (1), Regulation 17 (1A) which are as follow:

  1. There were 12 directors on the board of the listed company, out of which 6 were independent directors. One of the independent directors is non-independent director on the board of another company. One of the directors of other company who is non-executive director is an independent director on the board of Sundaram Finance Limited.
  2. Regulation 16(1)(b)(viii) introduced with effect from 1st October 2018 does not apply to existing independent directors, whose term will expire as per the tenor approved by the shareholders. In the company’s view, the stance is further strengthened by the wordings of Regulation 17(1A) and Regulation 25(1) which use the word, “continue”, which is absent in Regulation 16(1)(b)(viii). Therefore, this provision should apply to directors to be appointed or re-appointed as independent directors only.

SEBI’s informal guidance for the same[4]

Regulation 16(1)(b)(viii) of the SEBI LODR Regulation (inserted by the SEBI Listing Obligations and Disclosure Requirements  Amendment ) Regulations, 2018 were notified on 9th May, 2018. The said amendment has come into effect from October 01, 2018. Hence all listed companies were given time till October 1, 2018 to comply with the said clause (viii) of Regulation 16(1)(b) of said amended regulations. The said regulations shall apply to both to existing directors and to new appointment/ re-appointment of directors with effect from October 1, 2018.

Analysis and conclusion

The rationale behind the above is that the independent directors is a critical instrument for ensuring good corporate governance and it is necessary that the functioning of the institution is critically analyzed and proper safeguards are made to ensure efficacy.

These types of interlocks have garnered significant regulatory and academic attention because they raise concerns about whether a director charged with overseeing an executive who is, in a different context, acting as one of his own directors, can be truly independent.

This will help in maintaining the “independence” of independent directors and will safeguard the interest of the company in long run.