Insertion of Rule specifying Companies that are not considered as Listed Companies



Quick Summary
The Ministry of Corporate Affairs (MCA) has introduced Rule 2A to the Companies (Specification of Definitions Details) Rules, 2014. This new rule, effective from 1st April 2021, clarifies which types of companies are not classified as 'listed companies' under Section 2(52) of the Companies Act, 2013. This amendment follows changes made by the Companies (Amendment) Act, 2020.

MCA has inserted Rule 2A in the Companies (Specification of Definitions Details) Rules, 2014 to specify the classes of companies that are not considered as Listed Companies w.e.f. 1st April 2021. Read the official announcement below:

ANNOUNCEMENT

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

New Rule Clarifies Non-Listed Companies in the UK

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 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 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.

Sincerely Yours,

Chairman and Vice Chairman
Corporate Laws & Corporate Governance Committee The Institute of Chartered Accountants of India

FAQ :

Rule 2A has been inserted to specify the classes of companies that are not considered as 'Listed Companies' under Section 2(52) of the Companies Act, 2013.

Rule 2A became effective from 1st April 2021.

Public companies are not considered listed if they haven't listed their equity shares on a recognised stock exchange but have listed non-convertible debt securities or non-convertible redeemable preference shares on a private placement basis, or both.

No, private companies that have listed their non-convertible debt securities on a private placement basis on a recognised stock exchange are not considered listed companies under this rule.

Public companies are not considered listed if their equity shares are listed on a stock exchange in a jurisdiction specified in sub-section (3) of section 23 of the Act, even if they haven't listed equity shares on a UK recognised stock exchange.




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