Companies (Specification of definitions details) Second Amendment Rules, 2021.

Insertion of Rule 2A in Companies (Specification of Definitions Details) Rules, 2014 specifying ‘Companies that are not considered as Listed Companies’ w.e.f. 1st April 2021.

This is to inform you that pursuant to the amendment brought out by the Companies (Amendment) Act, 2020 in Section 2(52) of the Companies Act, 2013 i.e. Definition of Listed Company, the Ministry of Corporate Affairs has inserted Rule 2A in the Companies (Specification of Definitions Details) Rules, 2014 to specify the classes of companies which are not considered as Listed Companies w.e.f. 1st April 2021

S No. Prior Amendment Post Amendment
1 No  Rule  was   provided   for the purpose of   Sec   2(52)   of  the Companies Act, 2013 which defines the term “Listed Company”. Rule 2A is inserted to specify the classes of companies which shall not be considered as Listed Companies. The Rule 2A is as follows:

a)  Public companies which have not listed their equity shares on a recognized stock exchange but have listed their –

i. non-convertible debt  securities
issued on private placement basis in terms of SEBI (Issue and Listing of  Debt  Securities) Regulations, 2008; or

ii.  non-convertible redeemable
preference shares issued on private placement basis in terms of SEBI (Issue   and   Listing of Non- Convertible Redeemable Preference Shares) Regulations, 2013; or

iii. both categories  of (i) and (ii)
above.

b)  Private companies which have listed their non-convertible debt securities on private placement basis on a recognized stock exchange in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;

c)  Public companies which have not listed their equity shares on a recognized stock exchange but whose equity shares are listed   on  a    stock   exchange  in a
jurisdiction as specified in sub-section (3) of section 23 of the Act.

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION

New Delhi, the 19th February, 2021

G.S.R. 123(E).—In exercise of the powers conferred by the proviso to clause (52) of section 2 read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Specification of definitions details) Rules, 2014, namely: –

1. Short title and commencement.—(1) These rules may be called the Companies (Specification of definitions details) Second Amendment Rules, 2021.

(2) They shall come into force with effect from the 1st day of April, 2021.

2. In the Companies (Specification of definitions details) Rules, 2014, after rule 2, the following rule shall be inserted, namely:-

2A. Companies not to be considered as listed companies.- For the purposes of the proviso to clause (52) of section 2 of the Act, the following classes of companies shall not be considered as listed companies, namely:-

(a) Public companies which have not listed their equity shares on a recognized stock exchange but have listed their –

(i) non-convertible debt securities issued on private placement basis in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008; or

(ii) non-convertible redeemable preference shares issued on private placement basis in terms of SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; or

(iii) both categories of (i) and (ii) above.

(b) Private companies which have listed their non-convertible debt securities on private placement basis on a recognized stock exchange in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;

(c) Public companies which have not listed their equity shares on a recognized stock exchange but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section (3) of section 23 of the Act.”.

[F. No. 1/13/2013-CL-V, Part I]
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 number G.S.R. 238(E), dated the 31st March, 2014 and lastly amended vide number G.S.R. 92(E), dated the 1st February, 2021.

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