Ammendment to section 2(52)

Great question! Here’s a clear breakdown regarding the amendment to Section 2(52) of the Companies Act, 2013 and the related MCA notification from 2021 about what counts as a listed company — especially for companies issuing listed debt securities:

What’s changed?

• Companies issuing only listed non-convertible debentures (NCDs) or non-convertible redeemable preference shares (NCRPS), or those listed only outside India, are not considered “listed companies” under the Companies Act.

• This means that a private or unlisted public company issuing such debt securities that are listed will not attract the full compliance burden of a “listed company” under the Act.

Your question:

If a private or unlisted public company issues listed debt securities, what compliances apply?
Will it get exemptions like no need to submit quarterly financials to stock exchanges, etc.?

Compliance & Relaxations post amendment:

1. Compliance under Companies Act, 2013:
   Since the company is not considered a “listed company,” the stringent compliances applicable to listed companies under the Companies Act (like stricter disclosure, board composition, corporate governance) do NOT apply.

2. Compliance under SEBI Regulations:
   However, the company still has to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) as applicable to debt listed entities.

   • SEBI requires listed debt issuers to submit quarterly financial results (audited or limited review) within prescribed timelines to stock exchanges.

   • This requirement typically continues because it’s driven by SEBI rules, not the Companies Act.

3. Relaxation from MCA Filing & Disclosures:

   • The company is exempted from certain additional disclosures and compliances under the Companies Act that are meant for listed companies.

   • For example, certain secretarial compliances, board composition, related party disclosures, and investor grievance reporting under the Companies Act.

4. Quarterly Financial Submission to Stock Exchanges:

   • No relaxation here from SEBI side — the company must continue submitting quarterly financial results to stock exchanges as per SEBI (LODR) rules for listed debt securities.

Summary:

Practical impact:

• The company can avoid some complex Companies Act requirements by virtue of this amendment.

• But compliance with SEBI listing regulations, especially for debt securities, remains mandatory.

• So, the quarterly financials and other exchange filings will still need to be submitted within prescribed timelines.