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Demat of Shares
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Demat of Shares

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Overview

What is a Demat of Shares?

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.

NOTE ON DEMAT OF SHARES

Dematerialisation of Securities under Section 29 of the Companies Act, 2013 and Rule 9B of the PAS Rules

1. Introduction

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.

2. Salient Features of Demat of Shares

Mandatory for unlisted public companies

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.

Extension to private companies

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.

Appointment of RTA

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.

Restriction on transfers and further issues

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.

3. Frequently Asked Questions (FAQs)

Collapsible FAQs (or accordions) let visitors browse questions and click to expand answers, keeping pages uncluttered

What is the role of a Registrar and Share Transfer Agent (RTA) in dematerialisation? +
Ans. The RTA acts as an intermediary between the company and the depositories (NSDL/CDSL). Their role includes verifying dematerialisation requests against the company's Register of Members, and processing corporate actions on securities held in electronic form.
What is an ISIN and why is it required? +
Ans. An International Securities Identification Number (ISIN) is a unique 12-character alphanumeric code allotted to a company's securities by the depository, which is essential for the securities to be dematerialised, held, and transacted electronically.
Does dematerialisation change the ownership rights of a shareholder? +
Ans. No. Dematerialisation only changes the form in which the shares are held (from physical certificate to electronic record); it does not alter the ownership rights, voting rights, or entitlements of the shareholder, which remain the same as under physical shareholding.
How long does it typically take to dematerialise a physical share certificate? +
Ans. The time taken depends on the DP, RTA, and depository processing timelines, but dematerialisation of a physical share certificate generally takes a few weeks from the date of submission of the Dematerialisation Request Form, provided the documents and details match the company's records.
Is dematerialisation required only for equity shares, or for other securities as well? +
Ans. The demat requirement extends to all types of securities issued by the company, including equity shares, preference shares, and debentures, and a separate ISIN is generally obtained for each class/type of security to be dematerialised.


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