Efficient Ltd, an unlisted public company, having a paid up share capital of ₹ 50 crore held by 150 shareholders in physical form, proposes to issue secured debentures for an amount of ₹ 25 crore. The Company needs an ad

CS Professional · Advanced Company Law and Practice · PYQS · June 2019
Efficient Ltd, an unlisted public company, having a paid up share capital of ₹ 50 crore held by 150 shareholders in physical form, proposes to issue secured debentures for an amount of ₹ 25 crore. The Company needs an advice as to whether the issue of secured debentures has to be in a dematerialized format and further if the existing equity shares of the company also needs to be dematerialized.

Answer & Explanation:

As per the Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014, every unlisted public company with effect from 2 nd October 2018, shall issue securities only in dematerialised form and also facilitate dematerialization of all its existing securities in accordance with the provisions of the Depositories Act, 1996 and the regulations made there under. They shall further ensure that before making any fresh issue of securities, the entire holding of securities of its promoters, directors, key managerial personnel has been dematerialised. Every holder of securities of an unlisted public company who intends to transfer such securities on or after 2 nd October 2018, shall get such securities dematerialised before such transfer. Further, every holder who subscribes to any securities of an unlisted public company (whether by way of private placement or bonus or rights offer) on or after 2 nd October 2018 shall ensure that all his existing securities are held in dematerialized before such subscription. In the light of the above referred provisions, it is mandatory for the company to issue the secured debentures in dematerialised form only and also to ensure that all the existing securities already issued by the company are also converted to dematerialised form.

Topics: Securities Law

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