Company Law

Dematerialisation of securities [R. 9, 9A]

1.

Compliance by promoter of a Public Co: [R. 9]

  • Promoters of every Public Co making a public offer of any convertible securities may hold such securities only in dematerialised form
    • entire holding of convertible securities of the Co by the promoters held in physical form up to the date of the initial public offer shall be converted into dematerialised form before such offer is made and thereafter such promoter shareholding shall be held in dematerialized form only

2.

Unlisted Public Cos [R. 9A]

  • To Issue the securities only in dematerialised form; and
  • Facilitate dematerialisation of all its existing securities
  • Before making any offer for issue of any securities/buyback of securities/issue of bonus shares/rights offer ⟶ ensure that entire holding of securities of its promoters, directors, KMP has been demateriarised
  • Ensure timely payment of fees to Depository & RTA, maintain security deposit at all times of not
    < 2 years fees and comply with SEBI regulations/directions/guidelines/circulars, if any, with respect to dematerialisation of shares of unlisted public Cos
    • If default in the above ⟶No buyback of its securities/issue of bonus or right shares till the payments to depositories/RTA are made
  • File with RoC, ½ yearly Reconciliation of Share Capital Audit Report in Form No. PAS 6, certified by a CS/CA in practice ⟶ within 60 days from the conclusion of each ½ year
  • Not applicable to an unlisted public Co which is: a Nidhi/a Govt Co/a WOS