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

February 26, 2021

MCA has vide its Notification dated 19th 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 1st 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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