How To Provide SBO Details to SEBI
CS Vinita Nair 25 February 2019
Market regulator Securities Exchange Board of India (SEBI), vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2018/0000000149 dated 7 December 2018 (SEBI circular) has mandated listed entities to disclose the details of significant beneficial owners (SBO), while submitting the shareholding pattern for the quarter ending 31 March 2019.
The details of the SBOs identified, pursuant to the Companies (Significant Beneficial Owners) Rules, 2018 (SBO Rules) as amended from time to time, are required to be provided to SEBI while submitting the shareholding pattern by the listed entity.
The ministry of corporate affairs (MCA), with effect from 8 February 2019 has amended the SBO Rules and accordingly the SBO will be required to be identified as per the new definition of SBO provided in the amended SBO Rules.
This article discusses the practical difficulties in providing details of the SBO as per the SEBI circular.
Mismatch of Timelines
MCA grants a timeline of 90 days from the date of enforcement of the amendment to the SBO Rules, i.e., till 8 May 2019 for submission of details of beneficial ownership by the SBO to the company. 
In case it is required to be filed with the shareholding pattern, the disclosures will have to be obtained prior to 21 April 2019 being the last day for filing shareholding pattern for the quarter ending 31 March 2019. Non-receipt of any SBO declaration within the said time cannot be regarded as violation by the listed entity as the onus of declaration is on the SBO. 
Recommendation: SEBI should consider aligning their timeline with that provided by the MCA. 
While companies have already begun the process of complying with SBO Rules, SEBI should also ensure that the reporting timeline and the format are aligned with that provided in SBO rules in order to enable listed entities to file the correct information. 
(CS Vinita Nair is Partner at Vinod Kothari & Company)
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