The Ministry of Corporate Affairs (“MCA”), vide a notification dated February 19, 2021, has amended the Companies (Specification of Definitions Details) Rules, 2014, with effect from April 1, 2021 (“Amendment”).

The Amendment introduces Rule 2A which specifies the classes of companies that shall not be considered as listed companies, namely:

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 the SEBI (Issue and Listing of Debt Securities) Regulations, 2008; or

ii) non-convertible redeemable preference shares issued on a private placement basis in terms of the 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; and

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 prescribed in Section 23(3) of the Companies Act, 2013.

Note: Section 23(3) of the Companies Act, 2013 has not yet prescribed the permitted stock exchanges in foreign jurisdictions where equity shares or other securities may be listed.

Please find a copy of the notification dated February 19, 2021, here.

This update has been contributed by Suchita Ambadipudi (Partner) and Pranav Valiathan Pillai (Associate).