Sub: Insertion of Rule specifying ‘Companies that are not considered as Listed Companies’
This is to inform you that pursuant to the amendment brought out by the Companies (Amendment) Act, 2020 in Section 2(52) of the Companies Act, 2013 i.e. Definition of Listed Company, the Ministry of Corporate Affairs has inserted Rule 2A in the Companies (Specification of Definitions Details) Rules, 2014 to specify the classes of companies which are not considered as Listed Companies w.e.f. 1st April 2021
|S. No.||Prior Amendment||Post Amendment|
|1.||No Rule was provided for the purpose of Sec 2(52) of the Companies Act, 2013 which defines the term “Listed Company”.||Rule 2A is inserted to specify the classes of companies which shall not be considered as Listed Companies. The Rule 2A is as follows:
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 NonConvertible 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.
Notification is available at the link http://mca.gov.in/Ministry/pdf/CompaniesSpecification2ndAmndtRules_19022021.pdf
Members may note the above.
Chairman and Vice Chairman
Corporate Laws & Corporate Governance Committee
The Institute of Chartered Accountants of India