(1) These rules may be called the Companies (Significant Beneficial Owners) Rules, 2018.

(2) They shall come into force on the date of their publication in the Official Gazette.

(1) In these rules, unless the context otherwise requires,

(a) Act means the Companies Act, 2013 (18 of 2013);

2[(b) control means control as defined in clause (27) of Section 2 of the Act;

(c) form means the form specified in Annexure to these rules;

(d) 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) partnership entity means a partnership firm registered under the Indian Partnership Act, 1932 (9 of 1932) 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;

(h) significant beneficial owner in relation to a reporting company means an individual referred to in subsection (1) of Section 90, who acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements 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 distributable dividend, or any other distribution, in a financial year through indirect holdings alone, or together with any direct holdings;

(iv) has right to exercise, or actually exercises, significant influence 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 indirectly under sub-clauses (i), (ii) or (iii), he shall not be considered to be a significant beneficial owner.

Explanation II. 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 subsection (2) of Section 89, 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 indirectly in the reporting company, if he satisfies any of the following criteria, in respect of a member of the reporting company, namely:

(i) where the member of the reporting company is a body corporate (whether incorporated or registered in India or abroad), other than a limited liability partnership, and the individual,

(a) holds majority stake in that member; or

(b) holds majority stake in the ultimate holding company (whether incorporated or registered in India or abroad) of that member;

(ii) where the member of the reporting company is a Hindu Undivided Family (HUF) (through karta), and the individual is the karta of the HUF;

(iii) where the member of the reporting company is a partnership entity (through itself or a partner), and the individual,

(a) 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 the pooled 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 .

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 influence 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.]

(2) Words and expressions used in these rules but not defined and defined in the Act or in Companies (Specification of Definitions Details) Rules, 2014 shall have the meanings respectively assigned to them in the Act and the said Rules.

3[2-A. Duty of the reporting company. (1) Every reporting company shall take necessary steps to find out if there is any individual 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

(b) voting rights, or

(c) right to receive or participate in the dividend or any other distribution payable 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.

(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 Form 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 declaration 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 rules, and the period of thirty days for filing will be reckoned accordingly.

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.]

(1) The company shall maintain a register of significant beneficial owners in Form No. BEN-3.

(2) The register shall be open for inspection during business hours, at such reasonable time of not less than two hours, on every working day as the board may decide, by any member of the company on payment of such fee as may be specified by the company but not exceeding fifty rupees for each inspection.

A company shall give notice seeking information in accordance with under sub-section (5) of Section 90, in Form No. BEN-4.

4[ 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.

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 (In VITs) regulated by the Securities and Exchange Board of India,

(f) Investment Vehicles regulated by Reserve Bank of India, or Insurance Regulatory and Development Authority of India, or Pension Fund Regulatory and Development Authority.]

5[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 2-A, 3]

To

Name of the company: Registered office address:

1. Purpose of filing the form (choose any one)

For declaration of Significant Beneficial Ownership under Section 90

For Change in Significant Beneficial Ownership under Section 90

ID of the Significant Beneficial Owner

2. Particulars of the holder of the significant beneficial interest:

3-A. Nature 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 (PIV)/Entity controlled by PIV)

(b) Corporate Identity number(CIN) or Limited Liability Partnership Identification number(LLPIN) or any other registration number allotted by the regulator established under the Act

(c) Name of the Member

(d) Address

Line I

Line II

City State

CountryPin Code

(e) Nature of indirect holding or exercise of right in the reporting company:

By virtue of shares %

By virtue of voting rights in shares %

By virtue of rights on distributable dividend or any other distribution %

By virtue of exercise of control (attach copy of agreement)

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)

Individual in case of company or any other body corporate

Partner in case of partnership firm or LLP

Karta in case of HUF

Trustee in case of a discretionary trust or charitable trust

Beneficiary in case of a specific trust

Author or settlor in case of a revocable trust

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:

is a partner

holds majority stake in the body corporate partner

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:

majority stake in such company or body corporate

majority stake in the ultimate holding company of such company or body corporate

(i) Whether Significant Beneficial Owner has any direct holding or right in the reporting company

Yes No

If yes, enter details below:

By virtue of shares %

By virtue of voting rights in shares %

By virtue of rights on distributable dividend or any other distribution %

By virtue of exercise of control (attach copy of agreement)

By virtue of exercise of significant influence (attach copy of agreement)

Date:

Place:

Signature of the holder of the significant beneficial interest

Attachments:

Form language o English o Hindi

Refer the instruction kit for filing the form.

1. (a) *Corporate Identity Number (CIN) of company Pre-fill

2. (a) Name of the company

(b) Registered Office Address

(c) *email Id

3. *Purpose of filing the form

For declaration of Significant Beneficial Ownership under Section 90

Number of Significant Beneficial Owners for whom the form is being filed

For Change in Significant Beneficial Ownership under Section 90

ID of the Significant Beneficial Owner

For declaration of holding reporting company

CIN of the holding 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. * 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)

By virtue of shares %

By virtue of voting rights in shares %

By virtue of rights on distributable dividend or any other distribution %

By virtue of exercise of control (attach copy of agreement)

By virtue of exercise of significant influence (attach copy of agreement)

Particulars of the Member

(a) Type of Member

(b) Corporate Identity number(CIN) or Foreign Company Registration Number (FCRN) or Limited liability partnership Identification number(LLPIN) or any other registration number Pre-fill

(c) Name of the Member

(d) Address

Line I

Line II

City State

CountryPin Code

(e) Email ID of the Member

(f) Date of entry of name in register u/s 88 (DD/MM/YYYY)

(C) Status of the SBO

(D) Whether individual (SBO) has majority stake in the

Member of the Reporting Company

Ultimate Holding Company of the member of the reporting company

Corporate Identity number (CIN) or FCRN or any other registration number Pre-fill

Name of the ultimate holding company

(E) Whether the individual (SBO):

is a Partner of the member

holds majority stake in the body corporate partner

holds majority stake in the ultimate holding company of the body corporate partner

Corporate Identity number(CIN) or FCRN or any other registration number Pre-fill

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 father's name)

First name

Last name

Middle name

(c) Date of birth (DD/MM/YYYY)

(d) Nationality

(e) Whether a citizen of India Yes No

(f) Income Tax PAN Verify Income-tax PAN Details

(g) Passport Number

(h) Address

Line I

Line II

City State

Country Pin Code

(i) Email ID of the Significant Beneficial Owner

(j) Date of acquiring Significant Beneficial Interest

(DD/MM/YYYY)

(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

Yes No

If yes, enter details below:

By virtue of shares %

By virtue of voting rights in shares %

By virtue of rights on distributable dividend or any other distribution %

By virtue of exercising control (attach copy of agreement)

By virtue of exercising significant influence (attach copy of agreement)

To the best of my knowledge and belief, the information given in this form and attachments is correct and complete. I have been authorized by board of directors' resolution dated* (DD/MM/YYYY) to sign and submit this form.

*To be digitally signed byDSC BOX

*Designation

*Director identification number of the director; or

DIN or PAN of the manager or CEO or CFO; or

Membership number of company secretary.

It is hereby certified that I have gone through the provisions of the Companies Act, 2013 and Rules thereunder 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.

Chartered Accountant (in whole-time practice) or Cost Accountant (in whole-time practice) or

Company Secretary (in whole-time practice)DSC BOX

Whether Associate or Fellow Associate Fellow

Membership Number

Certificate of Practice Number

Register of beneficial owners holding significant beneficial interest

[Pursuant to Section 90(2) of the Companies Act, 2013 and Rule 5(1)]

Name of the company:

Registered office address:

[Pursuant to Section 90(5) of the Companies Act, 2013, Rule 2-A, 6 and Rule 7]

[<<Insert Company Name>>] (the Company )

<<Insert Date>> [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 significant beneficial owner of the company;

have knowledge of the identity of significant beneficial 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

have been a significant beneficial owner of the company during the three years immediately preceding the date of this notice, and

in respect of the above significant beneficial ownership, the return 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-1.

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)

[F. No. 1/1/2018 CL-V]

K.V.R. MURTY, Jt. Secy.]

1. Ministry of Corporate Affairs, Noti. No. G.S.R. 561(E), dated June 13, 2018 and published in the Gazette of India, Extra., Part II, Section 3(i), dated 14th June, 2018, pp. 11-18, No. 406

2. Subs. by G.S.R. 100(E), dated 8-2-2019 (w.e.f. 8-2-2019). Prior to substitution it read as: (b) form means the form specified in Annexure to these rules; (c) registered owner means a person whose name is entered in the register of members of a company as the holder of shares in that company but who does not hold beneficial interest in such shares; (d) section means a section of the Act; (e) significant beneficial owner means an individual referred to in sub-section (1) of Section 90 (holding ultimate beneficial interest of not less than ten per cent) read with sub-section (10) of Section 89, but whose name is not entered in the register of members of a company as the holder of such shares, and the term significant beneficial ownership shall be construed accordingly; Explanation I. For the purpose of this clause, the significant beneficial ownership, in case of persons other than individuals or natural persons, shall be determined as under (i) where the member is a company, the significant beneficial owner is the natural person, who, whether acting alone or together with other natural persons, or through one or more other persons or trusts, holds not less than ten per cent share capital of the company or who exercises significant influence or control in the company through other means; (ii) where the member is a partnership firm, the significant beneficial owner is the natural person, who, whether acting alone or together with other natural persons, or through one or more other persons or trusts, holds not less than ten per cent. of capital or has entitlement of not less than ten per cent. of profits of the partnership; (iii) where no natural person is identified under (i) or (ii), the significant beneficial owner is the relevant natural person who holds the position of senior managing official; (iv) where the member is a trust (through trustee), the identification of beneficial owner(s) shall include identification of the author of the trust, the trustee, the beneficiaries with not less than ten per cent. interest in the trust and any other natural person exercising ultimate effective control over the trust through a chain of control or ownership; Explanation II. It is hereby clarified that instruments in the form of global depository receipts, compulsorily convertible preference shares or compulsorily convertible debentures shall be treated as shares for the purpose of this clause;

3. Subs. by G.S.R. 100(E), dated 8-2-2019 (w.e.f. 8-2-2019). Prior to substitution it read as: 3. Declaration of significant beneficial ownership in shares under Section 90. (1) Every significant beneficial owner shall file a declaration in Form No. BEN-1 to the company in which he holds the significant beneficial ownership on the date of commencement of these rules within ninety days from such commencement and within thirty days in case of any change in his significant beneficial ownership. (2) Every individual, who, after the commencement of these rules, acquires significant beneficial ownership in a company, shall file a declaration in Form No. BEN-1 to the company, within thirty days of acquiring such significant beneficial ownership or in case of any change in such ownership. 4. Return of significant beneficial owners in shares. Where any declaration under Rule 3 is received by the company, it 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 declaration by it, along with the fees as prescribed in Companies (Registration offices and fees) Rules, 2014.

4. Subs. by G.S.R. 100(E), dated 8-2-2019 (w.e.f. 8-2-2019). Prior to substitution it read as: 7. Application to the Tribunal. The company may apply to the Tribunal 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 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 are not made applicable to the holding of shares of companies/body corporates, in case of pooled investment vehicles/investment funds such as Mutual Funds, Alterative Investment Funds (AIFs), Real Estate Investment Trusts(REITs) and Infrastructure Investment Trusts (InvITs) regulated under SEBI Act.

5. Subs. for Form No. BEN-1, Form No. BEN-2, Form No. BEN-3 and Form No. BEN-1 by G.S.R. 100(E), dated 8-2-2019 (w.e.f. 8-2-2019).