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Tuesday, April 30, 2019

Mandatory Dematerialisation of Equity shares of Unlisted Public & optional for Private Limited Companies.




Ministry of Corporate Affairs (MCA) has notified vide its notification dated 10th September, 2018 that all unlisted public company shall issue securities only in dematerialised form and facilitate dematerialization of all its existing securities.
All unlisted public companies shall secure International Security Identification Number (ISIN) for each type of securities through Registrar and Transfer Agent (RTA) and shall inform all its existing security holders about such facility.


Thereafter, security holders shall dematerialise their existing securities by making necessary application to the depository participant.  In view of the above notification dated 10th September, 2018 every public unlisted company will have to make compliance and appoint Registrar & Share Transfer Agent (RTA). It provides numerous direct and indirect benefits like:

  • Elimination of all risks associated with physical certificates.
  • Elimination of bad deliveries.
  • Immediate transfer and registration of securities.
  • Faster settlement cycle.
  • Faster disbursement of non-cash corporate benefits like rights, bonus, etc.
  • Reduction in brokerage by many brokers for trading in dematerialised securities.
  • Reduction in handling of huge volumes of paper.
  • Periodic status reports to investors on their holdings and transactions, leading to better controls.
  • Elimination of problems related to change of address of investor.
  • Elimination of problems related to transmission of demat shares.
  • Elimination of problems related to selling securities on behalf of a minor.
  • Ease in portfolio monitoring since statement of account gives a consolidated position of investments in all instruments.
An Issuer may offer demat facility to its shareholders by admitting the securities in NSDL. Issuer should obtain electronic connectivity with the existing Registrar & Transfer Agent (R&T Agent). After submitting the requisite set of documents to NSDL, NSDL will send blank copies of Tripartite Agreement (3 copies with franking of Rs 200/- each) to the R&T Agent. The 3 copies of agreement should be sent to NSDL after signing by R&T Agent & Issuer. ISIN (International Securities Identification Number) generated by NSDL for the security will be conveyed to the Issuer.

REPORTING COMPLIANCES

It is mandatory for all Public Unlisted Companies (PUC) to apply for ISIN no. to comply with provisions of Rule 9A. It is responsibility of public Company to facilitate dematerialization to shareholders in terms of provisions of Indian Companies Act.


First half year for PUC shall be closed on 31stMarch, 2019, therefore every PUC mandatorily required to file Reconciliation of Share Capital Audit Report with Roc on or before 30thApril, 2019 to the Registrar under whose jurisdiction the registered office of the company is situated.

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