December 10, 2018

Disclosure of significant beneficial ownership in shareholding pattern: SEBI

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On December 7, the Securities and Exchange Board of India (SEBI) issued a Circular to all listed entities, recognized stock exchanges, and Depositories on disclosing details pertaining to significant beneficial owners in the shareholding pattern.

The Circular was issued in exercise of the powers conferred under Sections 11 and 11A of the Securities and Exchange Board of India Act, 1992 read with Regulations 31 and 101(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. It shall come into force with effect from the quarter ended March 31, 2019.

The Circular states:

1. Vide SEBI Circular No. CIR/CFD/CMD/13/2015 dated November 30, 2015, a format has been prescribed for disclosure of holding of specified securities and shareholding pattern under Annexure-I to the circular.

2. Vide notification dated June 14, 2018, Ministry of Corporate Affairs has notified the Companies (Significant Beneficial Owners) Rules, 2018 under which various requirements pertaining to disclosures regarding Significant Beneficial Owners have been specified.

3. In the interest of transparency to the investors in the securities market, the following is specified:

3.1. All listed entities shall disclose details pertaining to significant beneficial owners in the format prescribed at Annexure to this circular.

3.2. The format specified in the Annexure to this circular shall be Table V under clause 5 of the format of holding of specified securities specified in the aforesaid circular No. CIR/CFD/CMD/13/2015 dated November 30, 2015. Circular No. CIR/CFD/CMD/13/2015 dated November 30, 2015 shall stand modified to that extent.

3.3. All the terms specified in this circular shall have the same meaning as specified in Companies (Significant Beneficial Owners) Rules, 2018.

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.

In this Circular, the Annexure comprises Table V - Statement showing details of significant beneficial owners, which asks for Details of the significant beneficial owner (Name, PAN, Nationality); Details of the registered owner (Name, PAN, Nationality); Particulars of the shares in which significant beneficial interest is held by the beneficial owner (Number of shares; Shareholding as a % of total no. of shares [calculated as per SCRR, 1957]: As a % of [A+B+C2]); and Date of creation / acquisition of significant beneficial interest.

To view the Official Circular in detail, please view the file attached herein.

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