- In order to admit its securities with CDSL, a company should first establish electronic connectivity with CDSL. The company can establish a direct in-house electronic connectivity with CDSL or can utilize the services of a Registrar and Transfer Agent (RTA) having electronic connectivity with CDSL.
Procedure for admission of Equity & Preference Shares with CDSL
1. The company should submit the certified true copy(ies) of the following document(s) along with the payment to CDSL:
- Payment towards Processing & Annual Issuer Charges through NEFT/Demand draft favouring 'Central Depository Services (India) Limited'.
- Tri-partite (for franking and e-stamping / on stamp paper) or bi-partite (for franking
and e-stamping / on stamp paper) agreement should be executed with CDSL in triplicates with one original and two copies of the original agreement with ORIGINAL SIGNAURES AND RUBBER STAMP on it. Stamp duty payable on agreements will be Rs.600/- if executed in the state of Maharashtra.
Please do not mention the date on the agreement. The date of execution of agreement will be entered by CDSL, after obtaining necessary approvals for admitting the company. If the agreement is received with the date mentioned on it, same would be rejected and issuer, RTA has to execute new agreement. - Master Creation Form (MCF)
- Soft & hard copy of security details in prescribed format (Equity /Warrant/ Preference Shares).
- Board Resolution for admission of securities with CDSL mentioning the details about authorized signatory(ies) and appointment of RTA, if any.
- Capital Confirmation/Listing Certificate(s)/In-principle Approval(s) of Listing, from the Stock Exchange(s) where the security is Listed/Proposed to be Listed – Applicable in case of Listed Company.
- Undertaking-cum-Indemnity (for franking / on stamp paper) should be submitted. Applicable in case of an Unlisted Companies. Stamp duty payable on Undertaking-cum-Indemnity will be Rs.500/- if executed in the state of Maharashtra. If executed in other states, stamp duty payable in the respective states will be applicable.
- Declaration from Issuer & RTA confirming Electronic and Physical Connectivity – Applicable and MANDATORY in case of Listed Company.
- Latest Reconciliation of Share Capital Audit Report – Applicable in case of Listed Company.
- Letter for freezing/unfreezing of securities – Applicable in case of Private Limited Company.
- Annual Report for the last financial year
- Net Worth Certificate From A Practicing Chartered Accountant
- Memorandum & Articles of Association along with Certificate of Incorporation.
Registration for e-Voting:
- For e-voting please contact : helpdesk.evoting@cdslindia.com
Additional documents in case of Change in Capital:
- Form-2 along with ROC receipt – Applicable in case of increase in Issued/Paid-up Capital after the latest audited balance sheet.
- Form-5 along with ROC receipt – Applicable in case of Consolidation/Sub-division in Face Value after the latest audited balance sheet.
Additional documents in case of Initial Public Offer (IPO):
- Certified copy of Offer Document submitted to SEBI.
- Certified true copy of the letter submitting the Draft Prospectus to SEBI (with SEBI’s acknowledgement)
- Certified copy of the approval(s) from the Stock Exchange(s) for inclusion of name in Offer Document or certified copy of In-principle Listing Certificate from the Stock Exchange(s) where the securities of the company are proposed to be listed.
2. Threshold criteria for admission of equity shares / preference shares of a company listed ONLY with the Regional Stock Exchange
(s) i.e. other than BSE/NSE/MCX-SX is as under:
- The networth of the company should be at least 1 crore and if the networth is eroded, such erosion should not be more than 50% OR
- There should be trading in the equity shares of the company for at least 50 days during the preceding 12 months
OR - The equity shares of the company should be admitted with NSDL.
OR - The securities of the said company though not listed are available for trading on any of the stock exchange platform having nationwide terminals under a separate (permitted to trade) segment.
3. A company which is listed ONLY with the Regional Stock Exchange(s) i.e. other than BSE/NSE/MCX-SX and not fulfilling the aforementioned threshold criteria of admission, may be admitted with CDSL by obtaining an declaration from the company, indicating ISIN of a company will be kept in 'Frozen for Debit' status till such time the company fulfills the admission criteria and intimate the same to CDSL.
The above criteria will not apply to PSUs.
Note : Soft copy(ies) of above mentioned document(s) may be forwarded at – issueradmission@cdslindia.com
Procedure for admission of Debenture / Bond & PTC with CDSL
1. If the company has already entered into an agreement with CDSL, forward the following documents:
- Master Creation Form (Part - B) for Debenture / Bond / PTC - duly filled, signed and stamped on every page along with the letter of extension on non-judicial stamp paper of 100 (INR)
- Soft copy of security details in Prescribed Format for Debenture / Bond / PTC.
2. If the company has NOT entered into an agreement with CDSL, forward the following documents:
- Payment towards Processing & Annual Issuer Charges through NEFT/ Demand draft favouring 'Central Depository Services (India) Limited'.
- Tri-partite (for franking and e-stamping / on stamp paper) or bi-partite (for franking
and e-stamping / on stamp paper) agreement should be executed with CDSL in triplicates with one original and two copies of the original agreement with ORIGINAL SIGNAURES AND RUBBER STAMP on it. Stamp duty payable on agreements will be Rs.600/- if executed in the state of Maharashtra.
Please do not mention the date on the agreement. The date of execution of agreement will be entered by CDSL, after obtaining necessary approvals for admitting the company. If the agreement is received with the date mentioned on it, same would be rejected and issuer, RTA has to execute new agreement. - Master Creation Form (MCF) for Debenture / Bond / PTC
- Soft copy of security details in Prescribed Format for Debenture / Bond / PTC.
- Certified true copy of the listing certificate/in-principle listing certificate, in case debt instruments are listed/proposed to be listed on stock exchanges.
- Board Resolution for admission of securities with CDSL mentioning the details about authorized signatory(ies) and appointment of RTA, if any.
- Annual Report for the last financial year.
- Memorandum & Articles of Association along with Certificate of Incorporation.
- Annexure for Pvt Placement of Debenture
Note : Soft copy(ies) of above mentioned document(s) may be forwarded at – issueradmission@cdslindia.com
Procedure for admission of Commercial Paper (CP) / Certificate of Deposit (CD) with CDSL
1. If the company has already entered into an agreement with CDSL, forward the following documents;
- Master Creation Form (Part - B), Soft copy of security details in Prescribed Format for CP - duly filled, signed and stamped on every page along with the letter of extension on non-judicial stamp paper of 100 (INR)
- Master Creation Form (Part - B), Soft copy of security details in Prescribed Format for CD - duly filled, signed and stamped on every page along with the letter of extension on non-judicial stamp paper of 100 (INR)
2. If the company has NOT entered into an agreement with CDSL, forward the following documents;
- Payment towards Processing & Annual Issuer Charges through NEFT/ Demand draft favouring 'Central Depository Services (India) Limited'.
- Tri-partite (for franking and e-stamping / on stamp paper) or bi-partite (for franking
and e-stamping / on stamp paper) agreement should be executed with CDSL in triplicates with one original and two copies of the original agreement with ORIGINAL SIGNAURES AND RUBBER STAMP on it. Stamp duty payable on agreements will be Rs.600/- if executed in the state of Maharashtra.
Please do not mention the date on the agreement. The date of execution of agreement will be entered by CDSL, after obtaining necessary approvals for admitting the company. If the agreement is received with the date mentioned on it, same would be rejected and issuer, RTA has to execute new agreement. - Master Creation Form (MCF-Part - A & B)- duly filled, signed and stamped on every page, Soft copy of security details in Prescribed Format for CP
- Master Creation Form (MCF-Part - A & B)- duly filled, signed and stamped on every page, Soft copy of security details in Prescribed Format for CD
- Board Resolution for admission of securities with CDSL mentioning the details about authorized signatory(ies) and appointment of RTA, if any.
- Annual Report for the last financial year
- Memorandum & Articles of Association along with Certificate of Incorporation.
Note : Soft copy(ies) of above mentioned document(s) may be forwarded at – issueradmission@cdslindia.com
Procedure for admission of Mutual Fund (MF) Schemes with CDSL
1. If any of the MF Scheme of an AMC is already admitted with CDSL, forward the following documents:
- Hard copy of the Master Creation Form (MCF) Part B (duly filled, signed and stamped on every page of MCF)
- Softcopy of the MCF – Part B in excel format
- Certified copy of Board Resolution for admission of MF Schemes with CDSL (Not required, if, one time Board Resolution is submitted)
- Certified true copy of Scheme Information Document (SID)
- Undertaking for Open Ended Mutual Fund Schemes (Applicable only if Open Ended MF Scheme is not available on the Stock Exchange Order Entry Platform viz. BSE’s StAR and/ or NSE’s MFSS platform etc.)
- ELSS Undertaking (Applicable only in case of Equity Linked Saving Schemes – ELSS)
2. If an AMC is admitting its MF Schemes with CDSL for the first time, forward the following documents:
- Letter of Intent cum Master Creation Form (MCF) Part A & MCF Part B (duly filled, signed and stamped on every page of MCF).
- Softcopy of the MCF – Part B in excel format.
- Certified copy of Memorandum and Articles of Association.
- Certified copy of Board Resolution for admission of MF Schemes with CDSL.
- Tri-partite (for franking and e-stamping / on stamp paper) or bi-partite (for franking
and e-stamping / on stamp paper) agreement should be executed with CDSL in triplicates with one original and two copies of the original agreement with ORIGINAL SIGNAURES AND RUBBER STAMP on it. Stamp duty payable on agreements will be Rs.600/- if executed in the state of Maharashtra.
Please do not mention the date on the agreement. The date of execution of agreement will be entered by CDSL, after obtaining necessary approvals for admitting the company. If the agreement is received with the date mentioned on it, same would be rejected and issuer, RTA has to execute new agreement. - Master Creation Form (MCF)
- Certified true copy of Scheme Information Document (SID)
- Undertaking for Open Ended Mutual Fund Schemes (Applicable only if Open Ended MF Scheme is not available on the Stock Exchange Order Entry Platform viz. BSE’s StAR and/ or NSE’s MFSS platform etc.)
- ELSS Undertaking (Applicable only in case of Equity Linked Saving Schemes – ELSS)
Above mentioned documents can be forwarded to us at email IDs –neetap@cdslindia.com / subhashb@cdslindia.com / nitinp@cdslindia.com / issueradmission@cdslindia.com.
Procedure for Admission of Unlisted Public Limited and Private Limited companies
Reference Ministry of Corporate Affairs (MCA) notification dated 10th September, 2018,
1. The company should submit the certified true copy(ies) of the following document(s) along with the payment to CDSL:
- Payment towards Application Processing Fee, Annual Custodial Charges & Security Deposite through NEFT/Demand draft favouring 'Central Depository Services (India) Limited'.
- Tri-partite (for franking and e-stamping / on stamp paper) or bi-partite (for franking
and e-stamping / on stamp paper) and (In House RTA Declaration ) agreement should be executed with CDSL in triplicates
with one original and two copies of the original agreement with ORIGINAL SIGNAURES
AND RUBBER STAMP on it. Stamp duty payable on agreements will be Rs.600/- if executed
in the state of Maharashtra.
Please do not mention the date on the agreement. The date of execution of agreement will be entered by CDSL, after obtaining necessary approvals for admitting the company. If the agreement is received with the date mentioned on it, same would be rejected and issuer, RTA has to execute new agreement. - Master Creation Form (MCF)
- Soft & hard copy of security details in prescribed format (Equity).
- Board Resolution for admission of securities with CDSL mentioning the details about authorized signatory(ies) and appointment of RTA, if any.
- Certified copy of the Certificate of Incorporation and Certificate of Incorporation pursuant to change of name of company, if applicable.
- Undertaking on the letterhead of the company duly stamped and signed by the authorized signatory (For Private Companies).
- Undertaking on the letterhead of the company duly stamped and signed by the authorized signatory (For Unlisted Public Companies).
- Declaration for freezing / unfreezing of securities (applicable in case of Private Limited Company).
- 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.
- Certified Copies of Memorandum and Articles of Association.
- Annual Report for the last financial year
- Net Worth Certificate From A Practicing Chartered Accountant
- Reference Ministry of Corporate Affairs (MCA) notification dated 10th September, 2018, Issuers to pay @ ₹11.00 (*) per folio (ISIN position) to CDSL, subject to a minimum as mentioned below:
- Security Deposit:The unlisted public companies to maintain security deposit of not less than two years annual custodial fees. Issuer companies will be charged two years annual custodial fees as applicable in the first year of admission till there is a change in the capital slab. In the event of change in applicable capital slab the security deposit will be enhanced by the difference in charges (for two years).
- A non-refundable processing fee of ₹15,000/- shall be payable by Issuers companies for admission of unlisted securities. A non-refundable processing fee of ₹15,000/- shall be payable by Issuers for the removal of unlisted securities.
Tariff for all Unlisted companies (Public and Private)
Custodial Fees will be applicable on the issue size of Debenture and paid up capital of Equity.
| Nominal value of admitted securities (₹) | Annual Custodial Charges payable by an Issuer to CDSL (₹) (*) |
|---|---|
| Upto 2.5 crore | 5,000 |
| Above 2.5 crore and upto 5 crore | 9,000 |
| Above 5 crore and upto 10 crore | 22,500 |
| Above 10 crore and upto 20 crore | 45,000 |
| Above 20 crore | 75,000 |
