Half Yearly Filing of ‘Reconciliation Certificate” Unlisted Public Company- Series - 397


Oval: Series 397

Half Yearly Filing of ‘Reconciliation Certificate
[1]Unlisted Public Company
The Ministry of Corporate Affairs in its drive to enhance transparency, investor protection and corporate governance, has notified Companies (Prospectus and Allotment of Securities) Third Amendment Rules, 2018 on 10 September 2018 effective from 02nd October, 2018.:-
In accordance with the said rules, unlisted public companies need to dematerialize its existing securities and ensure that further issue of securities and transfers are only in dematerialised form.

A.    Compliance Requirement by Public Company:

After amendment w.e.f. 02nd October, 2018, Public Companies must have to compliance with the following below mentioned compliance:

     A.      Make timely payment of Fees (admission as well as annual).

    B.      Maintenance of Security deposit of 2 years’ Fees, as per agreement executed with the followings:
·         Depository;
·         Registrar to an issue;
·         Share Transfer Agent

    C.      Comply with the regulations, guidelines or circulars, if any issued by the Securities and Exchange Board or Depository from time to time.

    D.    Most Important: Audit Report provided under regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996 to be submitted on a half-yearly basis to the registrar, under whose jurisdiction the registered office of the company is situated.

     B.      Legislative Requirement (Regulation 55A):

Under provision of Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996, listed companies are required to submit

·    Reconciliation of Share Capital Audit Report on a Half Yearly basis to the stock exchanges audited by a qualified chartered accountant or a practicing company secretary, for the purpose of reconciliation of share capital held in depositories and in physical form with the issued / listed capital.

·   The Reconciliation of Share Capital Audit Report is required to be submitted to the stock Exchange within 30 days from the end of the Half Year.

Conclusion:
Before Amendment on 02nd October, 2018 there was no such compliance requirement under Regulation 55A. However, after amendment w.e.f. 02.10.2018 every unlisted public Company is required to file Half yearly within 30 days of end of half year a report under Regulation 55A with SEBI.
First Half year for this compliance shall be over on 31st March, 2019. One can opine till April 30, 2019 every unlisted public company is required to file reconciliation certificate with ROC in 55A.

(Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com). Disclaimer: The entire contents of this document have been prepared on the basis of relevant provisions and as per the information existing at the time of the preparation. Although care has been taken to ensure the accuracy, completeness and reliability of the information provided, I assume no responsibility therefore. Users of this information are expected to refer to the relevant existing provisions of applicable Laws. The user of the information agrees that the information is not a professional advice and is subject to change without notice. I assume no responsibility for the consequences of use of such information. IN NO EVENT SHALL I SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION



[1] 55A of SEBI (DP) Regulations

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