MCA Unveils Significant Revisions with Companies (Prospectus and Allotment of Securities) Amendment Rules, 2023

Last updated: 31 October 2023

MCA notified the Companies (Prospectus and Allotment of Securities) Second Amendment Rules, 2023 on October 27, 2023. These rules are aimed at increasing transparency and efficiency in the securities market, and to reduce the risk of fraud.


The key changes introduced by the new rules are

  • Dematerialization of share warrants for public companies: Public companies that issued share warrants before the Companies Act, 2013, and have not yet converted them into shares must dematerialize them within six months of the commencement of the new rules.
  • Mandatory dematerialization for private companies: Private companies, excluding small companies, must now issue securities only in dematerialized form.

In addition, the new rules also make some minor changes to the prospectus and allotment rules, such as clarifying the requirements for disclosing information about related party transactions and the procedure for allotting shares to qualified institutional buyers.

Official copy of the notification has been enclosed below

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