Ammendment to section 2(52)

The below amendment has become applicable from 1 April 2021.

MCA has, vide Companies (Specification of definition details) Second Amendment Rules, 2021 dated 19.02.2021, prescribed the class of companies which shall not be considered as listed company in the context of Companies Act, 2013 (CA, 2013). These are:

(1) Debt (NCD) listed public / private companies;

(2) preference shares (NCRPS) listed public companies; and

(3) public companies listed outside India

My question is if a private company or unlisted public Company wants to issue a debt security which has to be listed, what compliance will be applicable? Want to understand what relaxations will such Company get post this amendment.

ex: Will it get exemption from submitting financials to exchanges. Currently audited financials/limited review needs to be submitted within 45 days from end of quarter. Will the new amendment give relaxation of this requirement?

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:

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.
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.
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.
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:

Compliance Area	Applicability after Amendment	Comments
Companies Act – Listed Co.	Not applicable for listed NCD-only issuers	Major governance relaxations here
SEBI Listing Regulations	Applicable for listed debt securities	Quarterly financial filings still required
Filing of financials to exchanges	Must be done as per SEBI norms	No relaxation post amendment

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.