MCA UPDATES DATED 10/09/2018 REGARDING DEMATERIALISATION OF SECURITIES BY UNLISTED PUBLIC COMPANIES AND EXTENSION OF FILING OF BEN-1 FORM
Peer Mehboob
Hi All,
Following are the important updates issued by MCA on 10/09/2018:
1. MCA MANDATES DEMATERIALISATION OF SECURITIES FOR UNLISTED COMPANIES W.E.F OCTOBER 2, 2018
Ministry of Corporate Affairs (MCA) vide its amendment to the Companies (Prospectus and Allotment of Securities) Rules, 2014 has mandated for unlisted Public Companies to issue securities in Dematerialized (‘Demat’) Form, and further directs every such Company to facilitate dematerialization of all its existing securities w.e.f. October 2, 2018; MCA states that:
- every
unlisted Public Company making any offer for (i) issue of any securities, (ii)
buyback, (iii) bonus shares, and (iv) rights issue, shall ensure that before
making such offer, entire holding of securities of its Promoters, Directors,
Key Managerial Personnel has been dematerialized.
- Every
security holder of such Companies who on or post October 2 (i) intends to
transfer such securities, or (ii) subscribes to any securities whether by way
of private placement/bonus shares/rights offer, to ensure that all his existing
securities are held in demat form before such subscription;
- Directs every unlisted Public Company to facilitate dematerialization by applying to a Depository as per the provisions of Depositories Act, 1996, by securing International Security Identification Number (‘ISIN’);
- Further requires every
unlisted public Company to (i) make timely payment of fees (annual and
admission) to the Depository and registrar to an issue and share transfer agent
(‘RTA’), (ii) maintain prescribed security deposit at all times, and (iii)
comply with regulations /guidelines / circulars issued by the SEBI or the
Depository w.r.t. dematerialization or incidental matters;
- Lastly
specifies that grievances of securities holders’ shall be filed before the
Investor Education and Protection Fund Authority, who shall initiate any action
against the Depository/participant/RTA, post consultation with SEBI.
These rules called the Companies(Prospectus and
Allotment of Securities) Third Amendment Rules, 2018 shall come into force from
02nd October, 2018
Link:http://www.mca.gov.in/Ministry/pdf/CompaniesProspectus3amdRule_10092018.pdf
2. THE DUE DATE OF FILING FORM BEN-1 IS EXTENDED TILL THE TIME REVISED FORM BEN-1 IS NOTIFIED BY MCA.
MCA vide its clarification dated 10/09/2018 clarified that keeping in view of stakeholders’ concerns, the due date 10/09/2018 for filing BEN-1 declaration would be revised and a revised form BEN-1 would be notified shortly. Stakeholders shall file revised form BEN-1 only.
Link: http://www.mca.gov.in/Ministry/pdf/GCCircularBen_10092018.pdf
Thanks & Regards,
Peer