Introduction:
Dematerialisation is the process by which physical certificates of an investor are converted to an equivalent number of securities in electronic form and credited into the BO’s account with his DP.
Initially, dematerialisation of Securities limited to listed public companies. Later MCA’s notification on September 10, 2018, introduced Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014, extending dematerialization requirements to unlisted public companies.
Subsequently, MCA’s notification on October 27, 2023, introduced Rule 9B of Companies (Prospectus and Allotment of Securities) Rules, 2014, extending dematerialization requirements to private companies, excluding small companies.
Rule 9A provides that every unlisted public company shall:
(a) Issue the securities only in dematerialised form; and
(b) Facilitate dematerialisation of all its existing securities
in accordance with provisions of the Depositories Act, 1996 and regulations made there under
Fresh issue/Buyback/Right: Company shall not make any offer for issue of any securities or buyback, or issue of bonus shares or rights offer, unless entire holding of securities of its promoters, directors, key managerial personnel has been demateriarised.
Every securities holder of an such companies,
(a) who intends to transfer such securities on or after 2nd October 2018, shall get such securities dematerialised before the transfer; or
(b) who subscribes to any securities of an unlisted public company (whether by way of private placement or bonus shares or rights offer) on or after 2nd October 2018 shall ensure that all his existing securities are held in dematerialized form before such subscription.
Exemption for dematerialisation to below mentioned companies: –
(a) a Nidhi
(b) a Government company or
(c) a wholly owned subsidiary.
Rule 9B provides that every private company, other than a small company, shall
(a) issue the securities only in dematerialised form; and
(b) facilitate dematerialisation of all its securities,
in accordance with the provisions of the Depositories Act, 1996 and regulations made thereunder.
A private company, which as on last day of a financial year, ending on or after 31st March 2023, is not a small company as per audited financial statements for such financial year, shall, within eighteen months of closure of such financial year, comply with the provisions of this rule. For example, if the company’s financial year end on 31st March 2023, then, the company required to comply with these provisions before 30th September 2024 and if company’s financial year end on 31st December 2023, then, the company required to comply with these provisions before 30th June 2025.
Fresh issue/Buyback/Right: Company shall not make any offer for issue of any securities or buyback, or issue of bonus shares or rights offer, after the date when it is required to comply with this rule, unless entire holding of securities of its promoters, directors, key managerial personnel has been dematerialised.
Every holder of securities of the private company referred to in sub-rule (2),-
(a) who intends to transfer such securities on or after the date when the company is required to comply with this rule, shall get such securities dematerialised before the transfer; or
(b) who subscribes to any securities of the concerned private company whether by way of private placement or bonus shares or rights offer on or after the date when the company is required to comply with this rule shall ensure that all his securities are held in dematerialised form before such subscription.
The provisions of this rule shall not apply to Government companies and small companies.
Important provisions regarding dematerialisation of Securities
Every company governed by Rule 9A and 9B of Companies (Prospectus and Allotment of Securities) Rules, 2014 shall submit Form PAS-6 to the Registrar within sixty days from the conclusion of each half year duly certified by a company secretary in practice or chartered accountant in practice.
Such company shall facilitate dematerialisation of all its existing securities by making necessary application to a depository as defined in Depositories Act, 1996 and shall secure International security Identification Number (ISIN) for each type of security and shall in-form all its existing security holders about such facility.
Every company shall makes timely payment of fees to the depository and registrar to an issue and share transfer agent, maintains security deposit at all times, of not less than two years, fees with the depository and registrar to an issue and share transfer agent and it complies with the regulations or directions or guidelines or circulars, if any, issued by the SEBI or Depository from time to time with respect to dematerialisation of shares and matters incidental or related thereto.
No company which has defaulted in above-mentioned provisions (related to fee, security deposit, regulations or directions or guidelines or circulars) shall make offer of any securities or buyback or issue any bonus or right shares till the payments to depositories or registrar to an issue and share transfer agent are made.
The provisions of the Depositories Act 1996 the securities and Exchange Board of India (Depositories and participants) Regulations, 2018 and the securities and Exchange Board of India (Registrars to an Issue and share Transfer Agents) Regulations, 1993 shall apply mutatis mutandis to dematerialisation of securities.
The company shall immediately bring to the notice of the depositories any difference observed in its issued capital and the capital held in dematerialised form.
The grievances, if any, of security holders of unlisted public companies under this rule shall be filed before the Investor Education and protection Fund Authority.
Process for Dematerialisation of Securities
Once the company has facilitated dematerialisation of its existing securities, the investor/shareholder may convert its physical certificates into equivalent number of securities in electronic form after followed the process mentioned below:
Investor/shareholder has to fill in a DRF (Demat Request Form) which is available with the DP and submit the same along with physical certificates that are to be dematerialised. Separate DRF has to be filled for each ISIN. The complete process of dematerialisation is outlined below:
Surrender certificates for dematerialisation to your DP.
DP intimates to the Depository regarding the request through the system.
DP submits the certificates to the registrar of the Issuer Company.
Registrar confirms the dematerialisation request from depository.
After dematerialising the certificates, Registrar updates accounts and informs depository regarding completion of dematerialisation.
Depository updates its accounts and informs the DP.
DP updates the demat account of the investor.
Depository: is an organisation which holds securities (like shares, debentures, bonds, government securities, mutual fund units etc.) of investors in electronic form at the request of the investors through a registered Depository Participant. It also provides services related to transactions in securities.
Depository Participant: is an agent of the depository through which it interfaces with the investor and provides depository services. Banking services can be availed through a branch whereas depository services can be availed through a DP.
ISIN (International Securities Identification Number) is a unique 12-digit alpha-numeric identification number allotted for a security (E.g.- INE383C01018). Equity-fully paid up, equity-partly paid up, equity with differential voting /dividend rights issued by the same issuer will have different ISINs.
Consequences and penalties for non-compliance (Section 450)
Monetary penalties on company and every officer in default:
On the company: INR 10,000 and in case of continuing contravention, with a further penalty of one thousand rupees for each day after the first during which the contravention continues, subject to maximum limit is INR 200,000
Every officer of the company who is in default – same as above. Maximum limit is INR 50,000
Contact us for any further consultation:
J. K. Gupta & Associates
email : cs@jkgupta.com