Ministry of Corporate Affairs (MCA) : Certain Companies not to be considered as listed Company

MCA has vide its Notification dated 19^th day of February, 2021 amended the Companies (Specification of definitions details) Rules, 2014.

The amendment has inserted another rule after rule 2. The newly inserted rule 2-A excludes following companies from the ambit of listed companies as defined under clause 52 of section 2 of the Companies Act, 2013 (“Act”), namely:-

(a) Public companies which have not listed their equity shares on a recognized stock exchange but have listed their –

 (i) non-convertible debt securities issued on private placement basis in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008; or

(ii) non-convertible redeemable preference shares issued on private placement basis in terms of SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; or

(iii) both categories of (i) and (ii) above.

(b) Private companies which have listed their non-convertible debt securities on private placement basis on a recognized stock exchange in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;

(c) Public companies which have not listed their equity shares on a recognized stock exchange but whose equity shares are listed on a stock exchange in a jurisdiction as specified in sub-section (3) of section 23 of the Act.” under the provisions of Section 62(1) (a)(i) of the Companies Act, 2013.

The said rules shall be effective from 1^st day of April, 2021.

The complete text of the Circular may be viewed at below link:

http://www.mca.gov.in/Ministry/pdf/CompaniesSpecification2ndAmndtRules_22022021.pdf

Last updated: 26/02/2021

Article contributed by:

Munesh Gaur

Senior Associate- Legal

MBG Corporate Services

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