When Does Corporate Control Become Beneficial Ownership? Re-examining India's Significant Beneficial Ownership Framework under Section 90 of the Companies Act, 2013

This research paper examines when corporate control should amount to significant beneficial ownership under Section 90 of the Companies Act, 2013 and the applicable rules. It considers the distinction between ownership and influence, the statutory meaning of control, and enforcement orders involving LinkedIn India, Samsung Display Noida, and other companies. It then compares this approach with the treatment of control under the SEBI takeover framework, including the distinction between positive control and protective or negative rights. The paper argues that a broad reading based mainly on corporate hierarchy can identify people who have influence without a meaningful beneficial interest or ability to direct the relevant company. It proposes a more workable, transaction-sensitive approach that better balances transparency with legal certainty.