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Mandatory Dematralisation of Shares

Updated: Jun 10



Mandatory Dematralisation of Shares


Every Company is required to Dematerialisation its shares and securities:- All private companies & public companies Except Small Companies and Government companies (as on 31.03.2024).


Small Companies- Section 2(85) of the Companies Act, 2013 defines a small company as a company that is not a public company and has:


  • A paid-up share capital equal to or below Rs.4 crore or such a higher amount specified not exceeding more than Rs.10 crores and

  • A turnover equal to or below Rs.40 crore or such a higher amount specified not exceeding more than Rs.100 crore.


However, the concept of small companies does not apply to the following companies:

  • A holding or a subsidiary company.

  • A company registered under section 8 of Companies Act.

  • A body corporate or company governed by any special act


What is Dematerialisation of securities mean?

Dematerialization is the process of converting your physical shares and securities into digital or electronic form.


What kind of securities are covered for dematerialization?  

The word “securities” is used and therefore, it is applicable to all kinds of securities i.e., equity shares, preference shares, debentures, warrants, etc.


What is the last date for dematerialization of securities?

30th September 2024


What are the consequences and penalties for non-compliance?

The following consequences will apply:

  • The company will not be able to issue/allot any type of securities

  • The security holder will not be able to transfer or subscribe for any type of security

  • Monetary penalties on company and every officer in default:

  • On the company: INR 10,000 + INR 1,000 for each day violation continues. Maximum limit is INR 200,000

  • Every officer of the company who is in default – same as above. Maximum limit is INR 50,000


What is the process to dematerialization securities?

The client (registered owner) will submit a request to the DP in the Dematerialisation Request Form for dematerialisation, along with the certificates of securities to be dematerialised. Before submission, the client has to deface the certificates by writing "SURRENDERED FOR DEMATERIALISATION".

  • The DP will verify that the form is duly filled in and the number of certificates, number of securities and the security type (equity, debenture etc.) are as given in the DRF. If the form and security count is in order, the DP will issue an acknowledgement slip duly signed and stamped, to the client.

  • The DP will scrutinize the form and the certificates. This scrutiny involves the following

  • Verification of Client's signature on the dematerialisation request with the specimen signature (the signature on the account opening form). If the signature differs, the DP should ensure the identity of the client.

  • Compare the names on DRF and certificates with the client account.

  • Paid up status

  • ISIN (International Securities Identification Number)

  • Lock - in status

  • Distinctive numbers

  • In case the securities are not in order they are returned to the client and acknowledgment is obtained. The DP will reject the request and return the DRF and certificates in case:

  • A single DRF is used to dematerialise securities of more than one company.

  • The certificates are mutilated, or they are defaced in such a way that the material information is not readable. It may advise the client to send the certificates to the Issuer/ R&T agent and get new securities issued in lieu thereof.

  • Part of the certificates pertaining to a single DRF is partly paid-up; the DP will reject the request and return the DRF along with the certificates. The DP may advise the client to send separate requests for the fully paid-up and partly paid-up securities.

  • Part of the certificates pertaining to a single DRF is locked-in, the DP will reject the request and return the DRF along with the certificates to the client. The DP may advise the client to send a separate request for the locked-in certificates. Also, certificates locked-in for different reasons should not be submitted together with a single DRF

  • In case the securities are in order, the details of the request as mentioned in the form are entered in the DPM (software provided by NSDL to the DP) and a Dematerialisation Request Number (DRN) will be generated by the system.

  • The DRN so generated is entered in the space provided for the purpose in the dematerialisation request form.

  • A person other than the person who entered the data is expected to verify details recorded for the DRN. The request is then released by the DP which is forwarded electronically to DM (DM - Depository Module, NSDL's software system) by DPM.

  • The DM forwards the request to the Issuer/ R&T agent electronically.

  • The DP will fill the relevant portion viz., the authorisation portion of the demat request form.

  • The DP will punch the certificates on the company name so that it does not destroy any material information on the certificate.

  • The DP will then despatch the certificates along with the request form and a covering letter to the Issuer/ R&T agent.

  • The Issuer/ R&T agent confirms acceptance of the request for dematerialisation in his system DPM (SHR) and the same will be forwarded to the DM, if the request is found in order.

  • The DM will electronically authorise the creation of appropriate credit balances in the client's account.

  • The DPM will credit the client's account automatically.

  • The DP must inform the client of the changes in the client's account following the confirmation of the request.

  • The issuer/ R&T may reject dematerialisation request in some cases. The issuer or its R&T Agent will send an objection memo to the DP, with or without DRF and security certificates depending upon the reason for rejection. The DP/Investor has to remove reasons for objection within 15 days of receiving the objection memo. If the DP fails to remove the objections within 15 days, the issuer or its R&T Agent may reject the request and return DRF and accompanying certificates to the DP. The DP, if the client so requires, may generate a new dematerialisation request and send the securities again to the issuer or its R&T Agent. No fresh request can be generated for the same securities until the issuer or its R&T Agent has rejected the earlier request and informed NSDL and the DP about it.


Disclaimer: – The above article is prepared keeping in mind all the important and basic question as well as provision of the Companies Act, 2013 and Companies (Prospectus and Allotment of Securities) Rules, 2014. The author has tried to cover all the important and basic question. Under no circumstance, the author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.




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