The Companies (Specification ofdefinitions details) Second Amendment Rules, 2021

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 19th February, 2021

G.S.R. 123(E).—In exercise of the powers conferred by the proviso to clause (52) of section 2 read
with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central
Government hereby makes the following rules further to amend the Companies (Specification of definitions
details) Rules, 2014, namely: –
1. Short title and commencement.—(1) These rules may be called the Companies (Specification of
definitions details) Second Amendment Rules, 2021.
(2) They shall come into force with effect from the 1st day of April, 2021.
2. In the Companies (Specification of definitions details) Rules, 2014, after rule 2, the following rule shall
be inserted, namely:-
“2A. Companies not to be considered as listed companies.- For the purposes of the proviso
to clause (52) of section 2 of the Act, the following classes of companies shall not be
considered as listed companies, namely:-
(a) Public companies which have not listed their equity shares on a recognized stock
exchange but have listed their –
(i) non-convertible debt securities issued on private placement basis in terms of SEBI
(Issue and Listing of Debt Securities) Regulations, 2008; or
(ii) non-convertible redeemable preference shares issued on private placement basis in
terms of SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares)
Regulations, 2013; or
(iii) both categories of (i) and (ii) above.
(b) Private companies which have listed their non-convertible debt securities on private
placement basis on a recognized stock exchange in terms of SEBI (Issue and Listing of
Debt Securities) Regulations, 2008;
[भाग II—खण् ड 3(i)] भारत का रािपत्र : असाधारण 3
(c) Public companies which have not listed their equity shares on a recognized stock
exchange but whose equity shares are listed on a stock exchange in a jurisdiction as
specified in sub-section (3) of section 23 of the Act.”.

[F. No. 1/13/2013-CL-V, Part I]
K.V.R. MURTY, Jt. Secy.