# Listed and Unlisted Companies

## Listed Company – Section 2(52)

A listed company is a company which has any of its securities listed on any recognised stock exchange.

Note the breadth: "any of its securities" — not just equity. So a company that has only debentures listed could fall in the definition. However, the rules carve out certain classes from being treated as "listed" for regulatory purposes.

## Companies NOT Treated as Listed (Rule-Carved Exceptions)

The following classes of companies shall NOT be considered as listed companies:

### (a) Public Companies with Only Private-Placement Debt Listed

Public companies which have not listed their equity shares on a recognised stock exchange but have listed:

(i) Non-convertible debt securities issued on private placement basis under SEBI (Issue and Listing of Debt Securities) Regulations, 2008; OR
(ii) Non-convertible redeemable preference shares issued on private placement basis under SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; OR
(iii) Both (i) and (ii) above.

### (b) Private Companies with Private-Placement Debt Listed

Private companies which have listed their non-convertible debt securities on private placement basis on a recognised stock exchange under the SEBI (Issue and Listing of Debt Securities) Regulations, 2008.

### (c) Public Companies Listed in Foreign Jurisdictions

Public companies which have not listed equity in India but whose equity shares are listed on a stock exchange in a jurisdiction specified under Section 23(3).

## Unlisted Company

An unlisted company simply means any company other than a listed company. (No separate detailed definition.)

## Pedagogical Insight

The regulatory burden on listed companies (SEBI compliance, periodic disclosures, audit committee, etc.) is much higher than for unlisted ones. The exceptions exist because the underlying purpose of those listings (e.g., privately-placed debt) does not warrant the full listed-company compliance regime.

Worked example

### Example 1

Example 1: XYZ Ltd, a public company, has its equity shares listed on the BSE. → It is a listed company.

### Example 2

Example 2: ABC Ltd, a public company, has only its privately-placed non-convertible debentures listed on NSE; its equity is not listed. → It is NOT treated as a listed company (Exception a-i).

### Example 3

Example 3: PQR Pvt Ltd has listed its privately-placed NCDs on a recognised stock exchange. → It is NOT considered a listed company (Exception b — private companies with only NCD listing on private placement basis).

### Example 4

Example 4: LMN Ltd is a public company whose equity is listed only on the New York Stock Exchange (a permitted foreign jurisdiction under Section 23(3)). Equity not listed in India. → It is NOT treated as a listed company in India (Exception c).

⚠️ Common exam mistakes

Assuming only equity-listed companies are listed — the basic definition covers "any securities," but rule-based carve-outs narrow this.
Forgetting that private companies can technically be "listed" through NCD listing, but the rules exclude them from listed-company treatment.
Mistaking public-placement debt listing for private-placement — the exceptions apply only when the listing is on a private placement basis.
Treating a foreign-listed Indian public company as listed in India — it is excluded if the foreign jurisdiction is one specified under Section 23(3).

Bare-Act text Section 2(52) · Companies Act, 2013 read with Companies (Specification of definitions details) Rules, 2014 · click to expand

Section 2(52): "listed company" means a company which has any of its securities listed on any recognised stock exchange: Provided that such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with the Securities and Exchange Board, shall not be considered as listed companies.

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Listed and Unlisted Companies [Section 2(52)]

Worked example

⚠️ Common exam mistakes