Article explain Provision of Section 29(1) & Section 29(IA), Issue of securities by Unlisted public company in demat form, Demat of all existing securities of Promoters and KMPs by Unlisted public Company, Action to be taken by Holder of securities of unlisted company, Obtaining of ISIN by Unlisted Public Company, Obligations of the Unlisted Public Company, Situation in case of default, Applicability of SEBI provisions relating to Demat, Reconciliation of Share Capital Audit Report (Half-Yearly) shall be filed by the Unlisted Public Company, Details to be mentioned in Form PAS-6, Notice to Depository, Grievances of the shareholders of unlisted public companies and Non Applicability of rule 9A.
| Dematerialization of public offer of securities under the Companies Act, 2013 | ||
| 1 | Section 29(1) | i. Every Company making public offer and
ii. Such other class or classes of company as prescribed, shall issue securities in the demat only. as per rule 9 of the Companies (Prospectus and Allotment of Securities) Rule 2014– the holding of the convertible securities by the promoters of the company held in physical form up to the date of IPO shall be converted into demat form before such offer is made and thereafter the shareholding of the promoters shall be in demat form. |
| 2 | Section 29(IA) | Such classes of Unlisted company as may be prescribed, the securities of such companies shall be held or transferred only in demat form in accordance with the provision of the depositories Act, 1996. |
| 3 | Issue of securities by Unlisted public company in demat form | As per Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014;
All and every Unlisted public Company shall- i. Issue securities in only demat form , ii. Convert all of its existing securities in demat form, in accordance with the provision of Depositories Act, 2019 |
| 4 | Demat of all existing securities of Promoters and KMPs by Unlisted public Company | Every unlisted public company making –
a. any offer for issue of securities; b. Bonus issue; c. Right issue, shall before making such offer, ensure holding of securities of its promoters, KMPs has been demat in accordance with the provision of depositories Act, 1996 and Regulations made thereunder; |
| 5 | Relevant date | 2nd October 2018 |
| 6 | Action to be taken by Holder of securities of unlisted company | Each holder of the securities of unlisted company-
a. who wants to transfer his securities on or after 2nd October 2018 shall ensure that all his existing securities are held in demat form before such transfer. b. who subscribes to any securities of an unlisted public company by way of – a. Pvt Placement, or b. Bonus issue, or c. Right Issue, on or after 2nd October 2018 shall shall ensure that all his existing securities are held in demat form before such subscription. |
| 7 | Unlisted Public Company shall obtained ISIN | It shall make necessary application for the-
a. Demat of securities, & b. secure ISIN for each types of securities Company shall inform about this facility to the share holder |
| 8 | Obligations of the Unlisted Public Company | It shall ensure that-
a. Timely payment has been made to depository and RTA in accordance with the agreement executed between the parties. b. shall maintains security deposit all time not less than 2 years fees with depository and RTA in accordance with the agreement between the parties; c. it shall complied with the circulars or any directions issued by SEBI or depository from time to time with respect to demat of share of unlisted public companies. |
| 9 | Situation in case of default | In case any unlisted public company not complied with the provision of rule 9A shall not-
a. Make offer of any securities- or b. Buyback of securities, or c. Bonus issue, or d. Right issue until the payments to depositories or RTA are made. |
| 10 | Applicability of SEBI provisions relating to Demat | The provisions of –
a. Depositories Act, 1996, b. SEBI (Depositories and Participants) Regulation 2018, c. SEBI (RTA) Regulations, 1993 shall apply demat of securities of Unlisted Public Company. |
| 11 | Reconciliation of Share Capital Audit Report (Half-Yearly) shall be filed by the Unlisted Public Company | Every Unlisted Public company under this rule shall file Form PAS-6 to the Registrar within 60 days from the conclusion of half year,
PAS-6 shall shall be certified by a PCS/PCA |
| 12 | Details to be mentioned in Form PAS-6 | 1. CIN
2. Name of company 3. Address 4. Email ID 5. Ph. No 6. ISIN 7. Period from……to……. 8. Details of the Share capital of the Company; a. Issued Capital; b. Held in demat with CDSL; C. Held in demat with NSDL; d. held in physical form; e. Total No.of shares 9. Reason of difference between the issue share capital and total no. of shares; 10. Details of changes in share capital during the half-year- a. Right issue; b. Bonus issue; c. Pvt Placement; d. ESOPs e. Amalgamation; f. Conversion; g. Buy-back; h. Capital reduction i. forfeiture, etc whether intimation made to CDSL or NSDL regarding change 11. Details of shares held in demat and physical by- a. Promoters; b. Directors; c. KMP 12. ROM updated or not; 13. Whether there were dematerialised shares in excess in the previous half-yearly period (Yes/No ) 14. Has the company resolved the matter mentioned in point no. 10 above in the current half-year? 15. Mention the total no. of demat requests, if any, confirmed after 21 days and the total no. of demat requests pending beyond 21 days with the reasons for delay 16. Name, Address, E-mail and Telephone No. of the Company Secretary of the Company, if any : 17. Name, Address, E-mail, Telephone No. and Registration. no. of the CA/CS certifying this form: 18. Whether there is appointment of common agency for share registry work : If yes (Name & Address): 19. 16. Any other detail that the professional signing this form may like to provide: 20. Verification by PCS/PCA |
| 13 | Notice to Depository | Company shall immediately give notice to the depository if any difference observed in issued share capital and capital held in demat fom. |
| 14 | Grievances of the shareholders of unlisted public companies | Filed before Investor education and protection fund authority |
| 15 | Non Applicability of rule 9A | 1. Nidhi Company
2. A Government Company 3. WOS (Wholly owned subsidiary) |
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