Dematerialization of Shares (DEMAT)

Dematerialisation is the process of transferring physical shares into a digital account, known as a Demat account, which simplifies managing and trading shares. Converting physical shares to Demat enhances security, reducing the risks associated with physical shares like loss or theft. It also makes trading faster and more efficient and simplifies share management. Previously required mainly for public companies, the dematerialisation process is now mandatory for private limited companies.

Dematerialisation refers to the process of converting physical securities, such as share certificates and other documents, into electronic format. These securities are then held in a demat account.

In India, two depositories are registered with SEBI and are authorised to operate:

  • NSDL (National Securities Depository Ltd.)
  • CDSL (Central Depository Services (India) Ltd.)

Dematerialisation Rules

  • The Ministry of Corporate Affairs (“MCA”) amended the Companies (Prospectus and Allotment of Securities) Rules, 2014 (PAS Rules), in October 2023 by introducing Rule 9B.
  • This new rule mandates that all private companies, except small companies as those with a paid-up capital of less than ₹4 crore and a turnover of less than ₹40 crore), must dematerialise their shares by September 30, 2024.

Criteria for the dematerialisation of shares for the Private Companies

  • Private Companies having paid-up capital of ₹4 crore or more.
  • Private Companies having a turnover of ₹40 crore or more.

Dematerialisation of the Section 8 Companies.

  • As per Section 2(85), Section 8 companies are not considered small companies, regardless of their paid-up capital or turnover.
  • Hence, they are required to comply with the dematerialisation rules.

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