Ministry of Corporate Affairs (‘MCA’) had issued a notification on 10th September, 2018 to amend the Companies (Prospectus and Allotment of Securities) Rules, 2014, these rules may be called the Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018. The same are effective from 2nd October, 2018.

Amendment

By the way of this notification Rule 9A was inserted which says: –

“Issue of securities in dematerialised form by unlisted public companies”

Key Highlights of Rule 9A

  • Every Unlisted Public Companies shall issue the securities in dematerialised form and facilitate dematerialisation of all its existing securities in accordance with Depositories Act, 1996.
  • Every Unlisted Public Companies must ensure that before making any offer: –
  • For issue of any securities
  • Buyback of securities
  • Issue of Bonus Shares
  • Right Issue

entire holding of its securities of its Promoters, Directors and Key Managerial Personnel has been dematerialised.

  • Every holder of securities of an Unlisted Public Company can only transfer its securities in dematerialised form on or after 2nd October, 2018.
  • On or after 2nd October, 2018 every holder of securities of an Unlisted Public Company can only subscribe to any securities only after all his existing securities are held in dematerialised form.
  • Every Unlisted Public Company shall facilitate dematerialisation of all its existing securities and shall secure International Security Identification Number (ISIN) for each type of security and inform all its existing security holders accordingly.

Every Unlisted Public Company must ensure that: –

  • It makes timely payment of fees to the Depository and Registrar and Share Transfer Agents as agreed.
  • It must maintain security deposit at all times with Depository and Registrar and Share Transfer Agents as agreed.
  • It must comply with the regulations/guidelines/directions/circulars if any issued by SEBI or Depository w.r.t dematerialisation of shares of Unlisted Public Company and matters incidental or related there to.

Any Unlisted Public Company which has defaulted in complying with the above-mentioned conditions cannot make any offer of securities, buyback of its securities, issue any bonus shares or right issue.

  • The provisions of the Depositories Act 1996 the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 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 except Sub-Rule 8.

Applicability (Notified on 22nd January, 2019)

This rule shall not apply to an Unlisted Public Company which is: –

  • Nidhi Companies
  • Government Companies
  • Wholly Owned Subsidiaries

Important (Notified on 22nd May, 2019)

Every Unlisted Public Company shall submit Form PAS-6 to the Registrar with such fees as provided in Companies (Registration Offices and Fees) Rules, 2014 within Sixty days from the conclusion of each half year i.e., 31st March and 30th September duly certified by a Practicing Company Secretary or Practicing Chartered accountant.

The Company shall immediately bring to the notice of the Depositories any difference observed in its issued capital and the capital held in dematerialised form.

Due date for filing Form PAS-6

Pursuant to General Circular No. 16/2019 dated 28th November, 2019, Unlisted Public Companies can file Form PAS-6 without additional fees for the half year ended on 30th September, 2019 within Sixty days from the deployment of Form PAS-6.

Form PAS-6 was made available for filing on MCA on 15th July, 2020, therefore the due date for filing form PAS-6 for the half year ended on 30th September, 2019 will be 13th September, 2020, and afterwards within Sixty days from the end of every half year.

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Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and information available at the time of preparation of this document. Utmost care has been taken to ensure the accuracy, completeness, and reliability of the information provided,

In no event the author shall be responsible for any direct or indirect, special or incidental damage resulting from or arising out of or in connection with the use of the information provided in the article.

Author Bio

Qualification: CS
Company: Piyush Garg & Associates
Location: Delhi, Delhi, India
Member Since: 15 Apr 2021 | Total Posts: 4
I am a Practicing Company Secretary based at Delhi, having an experience of 5+ years in the field of Company Law and related matters. View Full Profile

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