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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

B.P.Mundra > Articles > MCA > dematerialised form > New Rules regarding Issue of securities including shares Preference Shares, Debentures ‎NCDs and CCDs etc. by any public companies which is not listed

admin November 16, 2019

Articles, dematerialised form, ISIN, MCA, unlisted public company

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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.

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