Introduction:
The Ministry of Corporate Affairs (MCA) vide Notification No. G.R. E. 123 (E) dated 19th February, 2021, has issued ‘Companies (Specification of definitions details) Second Amendment Rules, 2021’ to further amend the ‘Companies (Specification of definitions details) Rules, 2014’.
Amendment:
The amendment has inserted another rule after rule 2. The newly inserted rule 2-A excludes the 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 a private placement basis in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008; or
(ii) non-convertible redeemable preference shares issued on a 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 a 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.”
(Sub-section (3) of Section 23 of the Act mentions that ‘Such class of public companies may issue such class of securities for the purposes of listing on permitted stock exchanges in permissible foreign jurisdictions or such other jurisdictions, as may be prescribed)
Effective Date of the aforesaid amendment:
The amendment is effective from 1st April, 2021.
MCA notification can be accessed at: CompaniesSpecification2ndAmndtRules_22022021.pdf (mca.gov.in)
Published on: April 9, 2021