The MCA has amended the Companies (Specification of Definitions Details) Rules, 2014 to define Companies that are not to be considered as listed companies by insertion of a new rule 2A. This is in pursuance of proviso to clause 52 of section 2 of the Companies Act 2013 which provides that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with SEBI, are not to be considered as listed companies.

The new rule 2A prescribes that the following companies are not be considered as listed companies, with effect from 1 April 2021:

• Public companies which have not listed their equity shares on a recognized stock exchange but have listed their –
  • non-convertible debt securities issued on private placement basis in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008; or
  • 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
  • both categories of (i) and (ii) above.
• 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;
• 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 (issue of securities by private companies).

To refer to the Companies (Specification of definitions details) Second Amendment Rules, 2021 dated 19 February 2021, click here.