5 – Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024
5. Certain companies not eligible.-
A company shall not be eligible for issuing its equity shares instrumentsSubstituted vide MCA Notification dated 03.11.2026 regarding the Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026. To view the notification , Click here. for listing in accordance with these rules, in case it —
(a) has been registered under section 8 or declared as Nidhi under section 406 of the Act;
(b) is a company limited by guarantee and also having share capital;
(c) has any outstanding deposits accepted from the public as per Chapter V of the Act and rules made thereunder;
(d)has a negative net worth;
Explanation.—For the purposes of this clause, the expression “net worth” shall have the same meaning as assigned to it under clause (57) of section 2 of the Act;
Provided thatInserted vide MCA Notification dated 03.11.2026 regarding the Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026. To view the notification , Click here. a company having a negative net worth shall be eligible to issue its equity instruments for listing, if the issuer undertakes to allot at least seventy-five per cent. of the net offer to qualified institutional buyers in accordance with the regulations framed in this regard by the respective securities market regulator in permissible jurisdiction for purpose of this rule.
(e) has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holder or any other secured creditor:
Provided that this clause shall not apply if the company had made good the default and a period of two years more than six monthsSubstituted vide MCA Notification dated 03.11.2026 regarding the Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026. To view the notification , Click here. had lapsed since the date of making good the default;
(f) has made any application for winding-up under the Act or for resolution or winding-up under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and in case any proceedings against the company for winding-up under the Act or for resolution or winding-up under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) is pending
(g) has defaulted in filing of an annual return under section 92 or financial statement under section 137 of the Act within the specified period and such default has not been made goodInserted vide MCA Notification dated 03.11.2026 regarding the Companies (Listing of equity instruments in permissible jurisdictions) Amendment Rules, 2026. To view the notification , Click here.