As per Companies Amendment Act, 2020, the definition of “listed company” was amended by inserting a proviso, which has been reproduced below for reference:
“listed company means a company which has any of its securities listed on any recognised stock exchange;
Provided that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with the Securities and Exchange Board, shall not be considered as listed companies.” (Emphasis Supplied)
In furtherance to this insertion, the Ministry of Corporate Affairs has notified the Companies (Specification of definitions details) Second Amendment Rules, 2021 (“Amendment Rules”) to prescribe such class of companies which will not be considered to be listed:
1. 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 SEBI (Issue and Listing of Debt Securities) Regulations, 2008; or
(ii) 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
(iii) both categories of (i) and (ii) above.
2. 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;
3. 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.
The Amendment Rules will be effective on 1st April, 2021.
Source: Ministry of Corporate Affairs
