Rule 9B Issue of securities in dematerialised form by private companies
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- II · Prospectus and Offer
1[9B. Issue of securities in dematerialised form by private companies.-
(1) Every private company, other than a small company, shall within the period referred to in sub-rule (2) -
(a) issue the securities only in dematerialised form; and
(b) facilitate dematerialisation of all its securities,
in accordance with provisions of the Depositories Act, 1996 (22 of 1996) and regulations made thereunder.
(2) A private company, which as on the 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.
Provided that a producer company covered under this sub-rule shall, within a period of five years of closure of such financial year, comply with the provisions of this sub-rule.
Provided further that a private company, other than a Producer company, which is not a small company as on 31st March, 2023, may comply with the provisions of this sub-rule by 30th June, 2025.
(3) Every private company referred to in sub-rule (2) making any offer for issue of any securities or buyback of securities or issue of bonus shares or rights offer, after the date when it is required to comply with this rule, shall ensure that before making such offer, entire holding of securities of its promoters, directors, key managerial personnel has been dematerialised in accordance with the provisions of the Depositories Act, 1996 (22 of 1996) and regulations made thereunder.
(4) 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.
(5) The provisions of sub-rules (4) to (10) of rule 9A shall, mutatis mutandis, apply to the dematerialisation of securities under this rule.
(6) The provisions of this rule shall not apply in case of a Government company.
1. Rule 9B ins. by G.S.R. 802(E), dated 27th October, 2023 (Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023), w.e.f. 27th October, 2023.
2. Proviso ins. by G.S.R. 583(E), dated 20th September, 2024 (Companies (Prospectus and Allotment of Securities) Amendment Rules, 2024), w.e.f. 20th September, 2024.
3. Proviso ins. by G.S.R. 131(E), dated 12th February, 2025 (Companies (Prospectus and Allotment of Securities) Amendment Rules, 2025), w.e.f. 12th February, 2025.