By Nikita Snehil (nikita@vinodkothari.com) (corplaw@vinodkothari.com)

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.

Conclusion

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.

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[1] https://www.sebi.gov.in/web/?file=https://www.sebi.gov.in/sebi_data/attachdocs/dec-2018/1544176092665.pdf#page=1&zoom=auto,-61,792

[2] https://www.bseindia.com/downloads/whtsnew/file/Shareholding%20Pattern%20LODR%2030112015.pdf

[3] http://www.mca.gov.in/Ministry/pdf/CompaniesSignificantBeneficial1306_14062018.pdf