New Compliance's _ Unlisted Public Companies w.e.f. 2nd October, 2018

Overview :

Ministry of Corporate Affairs, Government of India wide notification dated 10th September, 2018 amended 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. 

They shall come into force on the 2nd day of October 2018.

Details are available under Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 :   Issue of securities in dematerialised form by unlisted public companies.-

All Unlisted public Companies need to:

1.      Issue all Securities in demat form;

2.      Facilitate de-materialization of all its securities.

3.      The entire holding of Promoter, Director & KMP shall be in demat form.

4.      Every Public unlisted Companies shall make sure that it has: –

1.      made timely payment of admission and annual fees to the depository and registrar to an issue and to a transfer agent as agreed between the parties.

2.      maintained security deposit of not less than 2 year’s fee with the depository and registrar to an issue and to a transfer agent as agreed between the parties.

3.      complied with SEBI / Depository Regulations, Circulars, Guidelines, Directions.

5.      The subscriber should hold all his existing securities in demat form.

6.      The provisions of following acts/regulations apply to dematerialization of Securities of unlisted public companies

1.      Depositories Act, 1996

2.      The SEBI (Depositories and Participants) Regulations, 1996 and

3.      SEBI (Registrars to issue and share transfer agents) Regulations, 1993

New Compliance Provision

HALF YEARLY COMPLIANCE TO BE FILED WITH ROC

The unlisted public companies are required to conduct Audit under Regulation 76 (earlier 55A) of SEBI (Depositories and participants) Regulations, 2018 (earlier 1996) and the Report shall be submitted on half yearly basis to the Registrar under whose jurisdiction the Registered Office of the Company is situated.

MCA E- Form for reporting : GNL-2 

Exemption to Rule 9A:

This rule shall not apply to an unlisted public company which is:-

(Inserted by the Companies (Prospectus and Allotment of Securities) Amendment Rules, 2019 dated 22.01.2019)

(a) a Nidhi;

(b) a Government company or 

(c) a wholly owned subsidiary.