Dematerialisation (“Demat”) is the process of converting physical share certificates into an electronic (dematerialised) form, which is then held in a demat account with a Depository Participant (DP), linked to a central Depository – the National Securities Depository Limited (NSDL) or the Central Depository Services Limited (CDSL). Once shares are dematerialised, ownership and transfer are recorded and tracked electronically, eliminating the risks associated with physical certificates such as loss, theft, forgery, and delays in transfer.
Dematerialisation of Securities under Section 29 of the Companies Act, 2013 and Rule 9B of the PAS Rules
Dematerialisation (“Demat”) is the process of converting physical share certificates into an electronic (dematerialised) form, which is then held in a demat account with a Depository Participant (DP), linked to a central Depository – the National Securities Depository Limited (NSDL) or the Central Depository Services Limited (CDSL). Once shares are dematerialised, ownership and transfer are recorded and tracked electronically, eliminating the risks associated with physical certificates such as loss, theft, forgery, and delays in transfer.
Dematerialisation of securities is governed by Section 29 of the Companies Act, 2013, the Depositories Act, 1996, and the Companies (Prospectus and Allotment of Securities) Rules, 2014. While every listed company and every public company making an offer of securities has long been required to issue securities only in dematerialised form, Rule 9B of the PAS Rules (inserted with effect from 2023) extended this requirement to private companies (other than small companies) as well, making demat of shares a mandatory compliance requirement for a much wider set of companies today.
Every unlisted public company (other than a Government company, nidhi company, or wholly owned subsidiary) is required to issue securities only in dematerialised form and facilitate the dematerialisation of all its existing securities.
Under Rule 9B, private companies that are not small companies as of the end of their financial year must comply with the demat requirements within eighteen months from the closure of that financial year.
To facilitate dematerialisation, companies must obtain an International Securities Identification Number (ISIN) from the depositories and generally appoint a registered Registrar and Share Transfer Agent (RTA) for managing electronic registry operations.
A company covered under these rules cannot issue new securities, buy back securities, or issue bonus shares unless the entire holding of its promoters, directors, and key managerial personnel has been dematerialised.
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