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Starting a business in India requires selecting the right legal structure and completing the company registration process as per government regulations. This guide covers everything—from types of companies to step-by-step registration, documents, costs, and compliance. What is Company...
Read Complete Guide →Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 requires every unlisted public company to issue securities only in dematerialised form. Its eleven sub-rules also carry the ISIN, fee, security deposit, PAS-6 and grievance machinery that Rule 9B later borrowed wholesale for private companies.
Only small companies and government companies are outside Rule 9B. But section 2(85) of the Companies Act, 2013 disqualifies holding and subsidiary companies, section 8 companies and companies governed by a special Act from being small companies at all — so several companies that meet the capital and turnover thresholds are still caught.
An ISIN application by a private company needs certified copies of the memorandum, articles and certificate of incorporation, a board resolution naming authorised signatories, the audited annual report, a net worth certificate, an R&T Agent confirmation, a company undertaking and three franked copies of the tripartite agreement — and the articles may need amending first.
Form PAS-6 is the half-yearly reconciliation of a company's issued capital against its capital held in dematerialised form. It is filed with the Registrar within sixty days from the conclusion of each half year, certified by a practising company secretary or chartered accountant, and Rule 9B(5) carries the obligation across to private companies.
Depository participants are agents of NSDL or CDSL through which investors interface with the depository, while the R&T Agent is the intermediary between the issuer and the depository. On dematerialisation the depository becomes the registered owner and the investor becomes the beneficial owner, entitled to all the benefits.
A dematerialisation request runs from opening a demat account, through defacing the certificates "SURRENDERED FOR DEMATERIALISATION" and lodging the DRF with the depository participant, to generation of a DRN, electronic release to the depository and R&T Agent, dispatch of the physical certificates, and credit of the account — normally within fifteen days.
Demat accounts must follow the same ownership pattern as the physical certificates, so individual and joint holdings need separate accounts in the same order of names. A minor's account is operated by a guardian, only one nominee may be appointed for the whole account, and non-individual entities cannot nominate at all.
Old registers under the 1956 Act carry on as they were; everything from 1 April 2014 goes into the new form.
Two categories of related party transaction escape shareholder approval — the arm's length trade, and the deal with a wholly owned subsidiary whose accounts are consolidated.
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