MCA Circular: Vide notification dated September 10, 2018 Government of India, Ministry of Corporate Affairs has notified Amendment to The Companies (Prospectus and Allotment of Securities) Rules, 2014 making it mandatory for every Unlisted Publicly held Company to facilitate dematerialisation of all its existing securities.

Bigshare Services Private Limited would be happy to help you in ensuring compliance with above requirement by admitting your Companies with NSDL or CDSL based on companies requirements. We are a market leader in registry business for more than 25 Years and has been serving highest number of listed and unlisted companies as Registrar.

The circular provides that every unlisted public company shall facilitate dematerialisation of all its existing securities by:

• making necessary application to a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996
• shall secure International security Identification Number (ISIN) for each type of security
• Inform all its existing security holders about such facility.

Procedure:

https://issuer.nsdl.com/companyregistration.html

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Take print out of the duly filled form on the Company's Letter head and get the signature on it by authorised signatory (s) along with Company Stamp

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Take print out of the duly filled form on the Company's Letter head and get the signature on it by authorised signatory (s) along with Company Stamp

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List of documents required for NSDL:

1. Application for admission as Issuer of Eligible Securities (Part I - Issuer Details
and Part II - Security Details for Equity Shares) along with list of documents.
2. Net worth certificate from a Chartered Accountant as per audited annual report for
the last Financial Year (format enclosed).
3. Certified true copy of Board Resolution.
4. Tri-partite Agreement: 3 set of Tripartite agreement executed on Stamp Paper of
Rs. 200/-each (Stamp Paper/Franking) duly stamped and signed by the Company
& RTA on all the pages. Execution date should be kept blank.
5. Certified true copy of Audited annual report for the last Financial Year.
6. Certified true copies of Memorandum & Articles of Association along with
Certificate of Incorporation. Incorporation Certificate pursuant to change of name
of company, if applicable.
7. Certified true copy of TAN, PAN & GST allotment letter. If GST Letter is not
obtained, declaration on Letterhead of the company required indicating the reason.
8. NSDL Undertaking form for Private Limited Companies.
List of documents required for CDSL:

1) Master Creation Form Part - A & B
2) Tri-partite agreement (franking/stamp paper of Rs.600/-). Total 3 sets (1 original
& 2 Xerox copies) duly stamped and signed by the Company & RTA on all the
pages. Execution date should be kept blank.
3) Certified copy of the Board Resolution for admission of securities with CDSL
mentioning the details about authorized signatory (ies) and appointment of RTA.
4) Undertaking on the letterhead of the company duly stamped and signed by the
authorized signatory (attached for reference).
5) Certified copies of Memorandum & Articles of Association along with Certificate
of Incorporation. Incorporation Certificate pursuant to change of name of
company, if applicable.
6) Declaration for freezing / unfreezing of securities (applicable in case of Private
Limited Company).
7) Certified copy of PAS-3 and SH-7 filed with MCA for issue of securities or
variation in face value of shares or reduction in capital after the last balance sheet
date.
8) Certified true copy of Audited annual report for the last Financial Year.
9) Soft copy of security details.
10) Net worth certificate from a Chartered Accountant as per audited annual report
for the last Financial Year (format enclosed).
11) Certified true copy of TAN, PAN & GST allotment letter. If GST Letter is not
obtained, declaration on Letterhead of the company required indicating the reason.

(Should be signed by the Company Secretary or MD or any Director)

Extract of the minutes of the meeting of the Board of Directors of (name of the company) duly convened and held on (date and time) at (address).

“RESOLVED THAT the Company do seek admission of the Company’s securities in the Depository system of Central Depository Services (India) Limited to dematerialize the certificates of the shareholders of the Company who may wish to do so”.

“RESOLVED FURTHER THAT the Company appoints ___________________________ (name of the RTA) as the Registrar & Transfer Agent (RTA) for the Depository upon such terms and conditions as may be approved”.

“RESOLVED FURTHER THAT Mr./Ms.______________ and/or Mr./Ms.________ and/or Mr./ Ms.___________ of the company be and are hereby severally authorized to do all such acts and deeds as may be required and to sign all such papers and documents as may be necessary to implement the decision”.

Signature of authorized persons:

The resolution was passed unanimously.

Certified True Copy

Signature with stamp

Name               : < Chairman of the meeting/Company Secretary/Director/MD/ED>

Designation     :

Date    :

Place    :