Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 were notified by Ministry of Corporate Affairs in its drive to enhance transparency, investor protection and corporate governance. In accordance with the said rules, unlisted public companies need to dematerialize its existing securities and ensure that further issue of securities and transfers are only in dematerialised form.

Article discusses Compliance Requirement under Companies Act, 2013 and under Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996 considering Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 notified on 10 September 2018 effective from 02nd October, 2018. 

A. Compliance Requirement by Public Company:

After amendment w.e.f. 02nd October, 2018, Public Companies must have to compliance with the following below mentioned compliances:

A. Make timely payment of Fees (admission as well as annual).

B. Maintenance of Security deposit of 2 years’ Fees, as per agreement executed with the followings:

  • Depository;
  • Registrar to an issue;
  • Share Transfer Agent

C. Comply with the regulations, guidelines or circulars, if any issued by the Securities and Exchange Board or Depository from time to time.

D. Most Important: Audit Report provided under regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996 to be submitted on a half-yearly basis to the registrar, under whose jurisdiction the registered office of the company is situated.

B. Legislative Requirement (Regulation 55A):

Under provision of Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996, listed companies are required to submit

  • Reconciliation of Share Capital Audit Report on a Half Yearly basis to the stock exchanges audited by a qualified chartered accountant or a practicing company secretary, for the purpose of reconciliation of share capital held in depositories and in physical form with the issued / listed capital.
  • The Reconciliation of Share Capital Audit Report is required to be submitted to the stock Exchange within 30 days from the end of the Half Year.”


Before Amendment on 02nd October, 2018 there was no such compliance requirement under Regulation 55A. However, after amendment w.e.f. 02.10.2018 every unlisted public Company is required to file Half Yearly within 30 days of end of Half Year a report under Regulation 55A with SEBI.

First Quarter for this compliance shall be over on 31st March, 2019. One can opine till April 30, 2019 every unlisted public company is required to file reconciliation certificate with ROC in 55A.


[1] 55A of SEBI (DP) Regulations

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at [email protected]).

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  1. Manoj Ray says:

    Dear Divesh

    Any form for the prescribed compliance under regulation 55 A of SEBI are not there. I have done it with e-Form-GNL-2.

    Whether its correct or not??/

  2. Prakash Patel says:

    Dear Divesh Sir,
    Is this amended Regulation 55A of SEBI(DP) regulation applicable to a Closely Held Public company, which is not listed and not having any trading transactions on the stock exchange of its securities?

    1. Trupti says:

      This amendment is applicable to all Unlisted public companies irrespective of being closely held company.

      Query: how the same is to be intimated to ROC [by psychical submission or MCA will notify any form in this regard].

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March 2021