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Dematerialisation of Securities (Depositories Act, 1996)

CS Rohit Verma

As per Ministry of Corporate Affairs new amendment notification dated 10th September 2018 requiring Admission for Unlisted Company for offering the facility of dematerialisation to shareholders.

In this regard, we wish to inform you that the Issuer may establish electronic connectivity with registrar and transfer agents (RTA).  Company has to submit the following documents to CDSL:

Procedure for admission of Equity & Preference Shares with CDSL:

1. The company should submit the certified true copy(ies) of the following document(s) along with the payment to CDSL:

  • Payment towards Processing & Annual Issuer Charges through NEFT/Demand draft favouring ‘Central Depository Services (India) Limited’.
  • Tri-partite (for franking / on stamp paper) or bi-partite (for franking / on stamp paper) agreement executed with CDSL.(Master Copy should be franked/stamp paper of Rs.600/- and subsequent two copies are Xerox copy of the master copy. Signature and rubber stamp should be original on all three copies.)
  • Master Creation Form (MCF)
  • Soft copy of security details in prescribed format (Equity / Preference Shares).
  • Board Resolution for admission of securities with CDSL mentioning the details about authorizedsignatory(ies) and appointment of RTA, if any.
  • In case of admission of Equity / Preference Shares of a Unlisted Company, Undertaking-cum-Indemnity (for franking / on stamp paper) should be submitted.  Stamp duty payable on Undertaking-cum-Indemnity will be Rs.500/- if executed in the state of Maharashtra. If executed in other states, stamp duty payable in the respective states will be applicable.
  • Annual Report for the last financial year.
  • Memorandum & Articles of Association along with Certificate of Incorporation.
  • CDSL Admission charges as per CDSL Tariff Structure.
  • Capital Detail on Company Letter Head as per Format Attached
  • Tan no  / Pan no Details
  • Freez / Unfreez Letter from company

Charges

  • Joining / Processing fees at the time of admission of securities Rs.20,000 + GST as applicable.
  • CDSL’s annual custody fees payable by Issuers are based on the greater of Rs.11.00(*) per folio (ISIN position) in the depository or the nominal value of admitted securities as per the table mentioned below:
Nominal Value of admitted securities (Rs.) Annual Custodial Fee Payable by an Issuer to the Depository (Rs.)(*)
Upto 5 crores Rs.9,000per annum
Above 5 crores and upto 10 crores Rs.22,500 per annum
Above 10 crores and upto 20 crores Rs.45,000 per annum
Above 20 crores Rs.75,000 per annum

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Author can be reached at +91-9897125686 on on rohit.verma2388@gmail.com

Categories: Company Law

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