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MCA has exercised its powers to frame rules under Section 29(1) (b) of the Companies Act, 2013. Now, dematerialization of securities is mandatory for unlisted public companies. In simplified words we can say that unlisted public companies are required to issue securities in demat form. Along with this, they are also required to facilitate the dematerialization of existing shares.
Under dematerialization of securities, physical certificates of securities are converted into an electronic form in an equivalent number of securities of the investor.
This step of dematerialization of securities had been taken by the government in order to enhance the transparency as well as to enhance the investor protection.
This initiative is effective from 2nd October 2018. Now, along with the dematerialization of existing securities, unlisted public companies also have to ensure that further issue and transfer of securities will only be in dematerialized form.
Less than a month had been given to unlisted public companies for dematerialization of securities. For this, a corporate action was required to be taken by the unlisted public companies for passing resolutions for shares dematerialization. It must be ensured that articles of association are amended for the issuance of dematerialized shares.
There are numerous benefits of Dematerialization of Securities of Unlisted Public Companies:
It is applicable on every unlisted public company with effect from 2nd October 2018 with respect to the issuance of securities in dematerialized form and dematerialization of existing shares.
If we talk about the applicability on debentures, preference shares then we have to look after the definition of securities defined under securities contract (regulations) act, 1956.
Dematerialization of existing securities can be processed by the unlisted public companies through the following steps:
Before making an offer of bonus shares, right issue, buy-back of securities and further issue of securities, every unlisted public company has to ensure that all its existing securities are in the dematerialized form according to Depositories Act, 1960.
After 02nd October 2018, every person holding a security in the unlisted public company has to apply for dematerialization of securities prior to the transfer.
If a security holder wishes to subscribe shares of the unlisted public company, then he has to ensure that existing shares of such company are in dematerialized form.
Following requirements must be compiled by every unlisted public company:
Under this, grievance are filed with IEPF (Investor Education Protection Fund) which takes action against the depository, depository participant, share transfer agent & registrars after carrying a discussion with SEBI (Securities Exchange Board of India).
ISIN (International Securities Identification Number) is allotted for a security like fully paid-up equity, partly paid up equity, equity with differential voting rights and dividend rights. It is a unique 12 digit alphanumeric identification number.
The process of obtaining an ISIN (International Security Identification Number) is required to be undertaken by the unlisted public companies to facilitate the demat accounts opening for shareholders and the subsequent conversion of securities into dematerialized form.
Therefore, coordination and the participation of third parties are required in order to ensure the compliance with the Amendment Rules within the prescribed time frame.
RTA (Registrar and Transfer Agent) is an agent of the issuer. For providing services such as dematerialization, rematerialization, initial public offers (IPO) and corporate actions, RTA (Registrar and Transfer Agent) act as an intermediary between the issuer and depository.
Before coming to the depositories, let’s first understand the “depository”. A depository holds the shareholder’s securities in the electronic form. Such securities can be bonds, mutual fund units and government securities which are kept by the registered Depository Participant (DP).
There are two types of depositories registered with SEBI such as:
A Depository Participant is the depository’s agent who is responsible for providing depository services to traders and investors.
Yes, in the case where there is non-resident shareholder who do not have PAN (Permanent Account Number) will have to apply for PAN for the purpose of demat account opening.
In pursuant to the amendment rules, unlisted public companies would have to incur a number of additional expenses. No stamp duty is required to be paid at the time of transfer of dematerialized shares. Whereas, there is a requirement to pay stamp duty to the issuance of dematerialized securities.
However, to remove the confusion and to clarify the payment manner, state, and central stamp authorities would have to coordinate with each other in order to eliminate the stamp duty payment requirement on the issuance of dematerialized securities.
In principle approval from stock exchanges is redundant or not required, as under Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996 will be applicable to unlisted public companies. As per this regulation, all the information is not required to be disclosed. MCA will soon amend the audit reporting requirements.
There is no clarity whether this amendment also applies to deemed public companies (private companies which are the subsidiaries of public companies). Therefore, they would also have to comply with the amendment rules.
On 10th August 2018 SEBI has clarified that this amendment will not restrict the holding of shares of an investor in physical form after 5th December 2018.
After 05th December 2018 if the investor wishes to transfer shares then it can only be done once the dematerialization of securities is done. This step might look cumbersome but in upcoming future this step of dematerialization of securities will be beneficial in public interest.