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Regarding sbo

NISHA AGARWAL (Chartered Accountant) (454 Points)

20 July 2019

In the reporting company, there is a company holding less than 10% of the total share capital. An individual has a direct holding of 30% in the reporting company and in the company which holds less than 10% shares, it holds 50% of its shares. Whether it amounts to indirect holding by the individual?

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Jatin Bajaj (CS) (2930 Points)
Replied 20 July 2019

As per section 90 of the Companies Act 2013, read with SBO rules, if any individual is holding the majority shares indirectly in the Company, it is deemed to be considered as indirect holding and if the Shareholder is holding 50 percent of the shares in the Company, then for the better compliance requirement, it is better to file BEN- 2 to the ROC

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P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 25 July 2019

No, it is not a case of indirect holding. Holding in member company should be at least 1 share more than 50%.

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NISHA AGARWAL (Chartered Accountant) (454 Points)
Replied 29 July 2019

Originally posted by : P C Agrawal
	No, it is not a case of indirect holding. Holding in member company should be at least 1 share more than 50%.

in case of a subsidiary company, if none of the shareholders in the holding company hold more than 50% of the shares, then apart from reporting the holding company, BEN 1 is required from the shareholders?

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 29 July 2019

In case holding company is not a reporting company (i.e. requiring filing of BEN-2), subsidiary company is not required to select option 'holding reporting company'.

BEN-1 will be required by subsidiary company only if there is indirect holding (say through HUF, firm, trust etc.) and indirect holding + direct holding of person concerned is 10% or more and accordingly BEN-2 will have to be filed.

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