It is a compliance requirement under Companies Act, 2013 that a company must provide the facility to convert the physical shareholding to electronic mode/dematerialize the shares and issue the securities further in electronic mode only.
This has created a need to apply for securing the ISIN/International Securities Identification Number for each type of securities of the company. The depository in India are NSDL and CDSL, they are the authorities to provide the ISIN to the applicants each type of securities.
The applicant company/here it is ‘an issuer company’ is required to connect with any Registrar and Share Transfer Agent (RTA) registered with SEBI to get the isin for issued shares/securities of the company.
The RTA, on behalf of the issuer collects the relevant details required to prepare the application and mention the details in provided draft formats.
The contents of the formats of the documents such as part 1 issuer details and part 2 shares/security details of application is given in this article however other formats of documents such as copy of board resolution, tripartite agreement is also required to sign.
It is important to note that in absence of any required document(s), the applicant should ask the RTA to coordinate with NSDL/CDSL and provide the declaration/undertaking on the letter head of company for its non-availability or to provide the same later.
In this article, the ISIN application/admission of Equity Shares with the NSDL is provided, although the requirements of both the depository are same or it is with least procedural difference.
The documents required for getting ISIN are:
- Part I: Issuer Details
- Part II: Security Details
- Certified true copy of Board Resolution mentioning name of signatories who are authorized by Board to execute documents and list of Authorised Signatories along with specimen signature.
- Certified true copies of Memorandum & Articles of Association along with Certificate of Incorporation
- Certified true copy of Audited annual report for the last financial year
- Net worth certificate from a Chartered Accountant as per audited annual report for the last financial year
- If company has issued equity shares after latest balance sheet in that case company has to provide us certified true copy of PAS-3
- If there is any variation in face value of shares or reduction in capital after the last balance sheet date in that case company has to provide certified true copy of SH-7
- GST Certificate
- Appointment Letter of RTA for providing connectivity, on the letter head of the RTA
- Tripartite agreement between the issuer, RTA and NSDL/CDSL
- Admission Fee to NSDL/CDSL
These all the required documents should be signed digitally.
The details/information required in the part I and Part II of the application are:
Part I: The issuer details
- Name of the company
- In case company has changed its name/s in past, Old name(s) of the company with date of effect of change in name.
- Whether Share certificates bearing old name(s) of the company will be accepted for dematerialization. Choose yes/no.
Company/Issuer Information
- Date of Incorporation
- Corporate Identity Number (CIN)
- Main business activity along with code (as per MCA)
- Legal Entity Identifier (LEI), if allotted
Annexure for Business Sector.
- Macro- Economic Sector
- Sector
- Industry
- Basic Industry
For details of main business activity, code, classification and LEI, the issuer may visit to NSDL Website at https://nsdl.co.in/joining/issuer.php. However, the RTA provides this details for easy preparation of application.
General information about the company
- Class of company: public company/private company/others
- Category of company: Company limited by shares/ Company limited by guarantee/ Unlimited company
- Sub-category of company: Union government company/ State government company/ Non-government company/ Subsidiary of company incorporated out of India/ Guarantee and association company
Detailed Registered office address of company:
- Address line: 1/2/3
- City
- State
- Pincode
- Country
- Email ID
- Website
Similarly, the detailed correspondence address, if it is different from the registered address of the company.
Details of Key Management Personnel (Director and Authorised Signatory) of the company:
- Name
- Designation
- Phone-1
- Phone-2
- Mobile Number
- Email ID
The same details of Operating Personnel of the company:
- Contact Person 1 and Contact Person 2
Details for Invoicing:
- Select the address for raising the invoices of the company: registered address/correspondence address
Tax Registration Details:
- Permanent Account Number (PAN)
- Tax Deduction and Collection Account Number (TAN)
- Goods and Services Tax Identification Number (GSTIN)
Details All the directors of company:
- Name
- Designation
- DIN
- PAN
- AADHAAR
Any information, the issuer may wish to provide: it is optional and can be leave leave blank.
Part II: Security Details for Equity Shares
- Name of the Company
- Whether any other security of the company is already available in dematerialized form. If yes, kindly mention if one ISIN.
Instrument/Securities/Equity Shares/Shares Details:
| Type of Equity Shares | Class (If any) | Face value per share
(in Rs.) (a) |
Paid-up value per share
(in Rs.) (b) |
Number of shares outstanding as on date
(c) |
Nominal Amount of outstanding shares
(in Rs.) (b x c) |
| Fully paid-up shares | |||||
| Partly paid-up shares | |||||
| Total | |||||
Whether ISIN for Partly Paid-up shares is required: Yes/NO
Details for Classification of Financial Instrument (CFI) Code:
Kindly indicate (Yes/No) against relevant row. Only one option can be selected from the given options in each group.
Type of Equity Shares/ Class |
Group 1 |
Group 2 |
Group 3 |
|||||||
Voting right (indicates the kind of voting power conferred to the shareholder) |
Ownership/transfer/sales restrictions (the ownership or transfer of the security is subject to special conditions including country specific restrictions) |
Payment status |
||||||||
Voting (each share has one vote) |
Non-voting (the shareholder has no voting right) |
Restricted voting (the share-holder may be entitled to less than one vote per share) |
Enhanced voting (the shar-eholder is entitled to more than one vote per share) |
Restrictions |
Free (unrestricted) |
Nil paid |
Partly paid |
Fully paid |
||
Details of Distinctive Number (DN) of shares: it is for outstanding shares only, if any.
| Type of Equity Shares/Class | Distinctive Numbers | Number of shares
[(b-a)+1] |
|
| From
(a) |
To
(b) |
||
| Total | |||
- Whether any further shares issued after the end of last financial year:
- If yes, provide details in following table.
| Nature of the Issue
(Private Placement, Bonus, Rights, etc.) |
Date of Allotment | Distinctive Number | Type of Equity Shares/ Class | Fully /Partly paid-up | ||
| From | To | Number of shares | ||||
Status of Listing
- State whether the shares of the company are listed/to be listed/unlisted: ?
- If listed/to be listed, mention name of Stock Exchange (s) where the shares of the company are listed/to be listed: ?
Details of Registrar & Transfer Agent (R&T Agent)/In-house Registry division
Whether the company has in-house registry division or the company will appoint a SEBI Registered R&T Agent?
Please select: In-house Registry Division / SEBI Registered R&T Agent
- Name of SEBI Registered R&T Agent:
- Please specify type of connectivity with the R&T Agent: Single Point Connectivity [Physical + Electronic] / Only Electronic Connectivity
Address where Depository Participants must send physical dematerialization requests:
The address of appointed RTA or alternatively it is address of issuer himself, if the issuer has chosen the type of connectivity as ‘only electronic’.
- Name of Organization
- Name of Contact Person
- Designation of Contact Person
- Address Line: 1/2/3
- City
- State
- Pincode
- Country
- Phone-1
- Phone-2
- Email ID
A declaration that the issuer understands and agrees that
- Shares on which calls have been made and are unpaid will not be eligible for demat.
- Partly paid shares, need to be identified separately with a separate ISIN.
References:
1. NSDL Website/nsdl.co.in
2. CDSL Website/www.cdslindia.com
3. MCA Website/www.mca.gov.in
Note:
1. Readers are advised to see the applicability of the compliance requirements.
2. Readers are advised to go through the original content of the Act/Rules/Circular/Notifications/By-laws.
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