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New Rules regarding Issue of securities including shares Preference Shares, Debentures NCDs and CCDs etc. by any public companies which is not listed
Now Every unlisted public company shall facilitate dematerialisation of all its existing securities by making necessary application to a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996 and shall secure International Security Identification Number (ISIN) for each type of security and shall inform all its existing security holders about such facility.
Kindly note new Rules regarding Issue of securities including shares in dematerialised form by any public companies which is not listed:
1. Rules for companies
a. On or after 2nd October, 2018 any unlisted public company can issue securities (includes shares) only in dematerialised form.
b. Every unlisted public company making any offer for issue of any securities or buyback of securities or issue of bonus shares or rights offer shall ensure that before making such offer, entire holding of securities of its promoters, directors, key managerial personnel has been dematerialised in accordance with provisions of the Depositories Act, 1996 and regulations made there under.
2. Rules for holder of securities (shareholder/ subscriber) of an unlisted public company,-
a. Who intends to transfer such securities on or after 2nd October, 2018, shall get such securities dematerialised before the transfer; or
b. Who subscribes to any securities of an unlisted public company (whether by way of private placement or bonus shares or rights offer) on or after 2nd October, 2018 shall ensure that all his existing securities are held in dematerialized form before such subscription.
3. Responsibilities of unlisted public company
a. Every unlisted public company shall facilitate dematerialisation of all its existing securities by making necessary application to a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996 and shall secure International Security Identification Number (ISIN) for each type of security and shall inform all its existing security holders about such facility.
Procedure to create ISIN either at NSDL or CDSL- Normally takes 2 weeks
i. Standard list of Documents and Charges for creation of ISIN by NSDL:
ii. Letter of intent cum Master Creation Form
iii. Certified true copies of Audited Annual Reports for last two years.
iv. Certified true copy of Memorandum of Association / Articles of Association
v. Net Worth certificate from a Chartered Accountant
vi. Undertaking from company -
vii. Form PAS-3 ROC for all issues if any after the last balance sheet date.
viii. Book Value Certificate after the date of last allotment Form SH-7 if there is any variation in face value of shares or reduction in capital after the last balance sheet date
ix. Approach and appoint Registrar and Transfer Agent there are more than 50 RTAs approved by SEBI.
b. Every unlisted public company shall ensure that –
i. it makes timely payment of fees (admission as well as annual) to the depository and registrar to an issue and share transfer agent in accordance with the agreement executed between the parties;
ii. it maintains security deposit, at all times, of not less than two years’ fees with the depository and registrar to an issue and share transfer agent, in such form as may be agreed between the parties; and
iii. it complies with the regulations or directions or guidelines or circulars, if any, issued by the Securities and Exchange Board or Depository from time to time with respect to dematerialisation of shares of unlisted public companies and matters incidental or related thereto.
iv. The audit report provided under regulation 55A of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 shall be submitted by the unlisted public company on a half-yearly basis to the Registrar under whose jurisdiction the registered office of the company is situated.
c. No unlisted public company which has defaulted in sub-rule (5) shall make offer of any securities or buyback its securities or issue any bonus or right shares till the payments to depositories or registrar to an issue and share transfer agent are made.
4. Except as provided in sub-rule (8), the provisions of the Depositories Act, 1996, the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996 and the Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 shall apply mutatis mutandis to dematerialisation of securities of unlisted public companies.
5. The grievances, if any, of security holders of unlisted public companies under this rule shall be filed before the Investor Education and Protection Fund Authority.
6. The Investor Education and Protection Fund Authority shall initiate any action against a depository or participant or registrar to an issue and share transfer agent after prior consultation with the Securities and Exchange Board of India.
[F. No. 1/21/2013-CL-V] K.V.R. MURTY, Jt. Secy. Note:—The Principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i) vide notification number G.S.R. 251(E), dated the 31st March, 2014 and were subsequently amended vide number G.S.R. 424(E), dated the 30th June, 2014 and number G.S.R. 430 (E) dated the 7th May, 2018 and number G.S.R. 752 (E) dated the 7th August, 2018.