XYZ Pvt. Ltd. is having complex shareholding structure. Its shares are held by a multitude of entities, including individuals, trusts, partnerships, and other companies. Ambar holds 8% of equity shares of XYZ Pvt. Ltd. d

CS Executive · Company Law · PYQS · December 2024
XYZ Pvt. Ltd. is having complex shareholding structure. Its shares are held by a multitude of entities, including individuals, trusts, partnerships, and other companies. Ambar holds 8% of equity shares of XYZ Pvt. Ltd. directly. He also holds 60% of equity shares of PQR Ltd. which holds 2% of equity shares of XYZ Pvt. Ltd. Based on this information and referring to the provisions of the Companies Act, 2013, explain the meaning of significant beneficial owner and determine, whether Ambar is a significant beneficial owner of XYZ Pvt. Ltd.

Answer & Explanation:

As per Section 90 read with Rule 2(1)(h) the Companies (Significant Beneficial Owners) Rules, 2018 "significant beneficial owner" in relation to a reporting company means an individual referred to in sub-section (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: holds indirectly, or together with any direct holdings, not less than ten percent of the shares; holds indirectly, or together with any direct holdings, not less than ten percent of the voting rights in the shares; has right to receive or participate in not less than ten percent of the total distributable dividend, or any other distribution, in a financial year through indirect holding alone, or together with any direct holdings; has right to exercise, or actually exercises, significant influence or control, in any manner other than through direct holdings alone. Ambar is holding 8% of equity shares of XYZ Pvt. Ltd. directly and holds majority stake in PQR Itd, hence he holds rights indirectly also in XYZ Ltd i.e. 2% equity shares indirectly. As he holds not less than 10% of the equity shares of XYZ Pvt. Ltd. he is a significant beneficial owner of that company.

Topics: Management and Administration

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