## Listed Company [Section 2(52)]

### Definition

'Listed Company' means a company which has any of its securities listed on any recognised stock exchange.

Proviso: Such class of companies, which have listed or intend to list such class of securities, as may be prescribed in consultation with SEBI, shall NOT be considered as listed companies.

### Rule 2A of the Companies (Specification of Definitions Details) Rules, 2014

The following classes of companies shall NOT be considered as Listed Companies:

1. Public Companies which have not listed their equity shares on a recognised stock exchange but have listed:

Non-convertible debt securities issued on private placement basis under SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021; OR
Non-convertible redeemable preference shares issued on private placement basis under SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013; OR
Both of the above categories.

2. Private Companies which have listed their non-convertible debt securities on a recognised stock exchange under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.

3. Public Companies which have not listed their equity shares on a recognised stock exchange but whose equity shares are listed on a stock exchange in a permissible jurisdiction (as specified by the Central Government).

Worked example

### Example 1

Q. A public company has issued non-convertible debentures on a private placement basis under SEBI regulations and listed them. It has not listed any equity shares. Is it a 'listed company'?

A. No. Under Rule 2A, such a public company is not considered a listed company for the purposes of the Act.

### Example 2

Q. A private company has listed its NCDs on a recognised stock exchange. Will it become a listed company (and consequently a 'public company by deeming fiction')?

A. No. Rule 2A specifically carves out such private companies — they continue to be treated as private (and not listed) companies.

⚠️ Common exam mistakes

Assuming that listing of any security (even debt) makes the company a Listed Company.
Ignoring the carve-outs under Rule 2A.
Confusing 'Listed' with 'Public' — every listed company is public, but every public company is not listed.

Bare-Act text Section 2(52) · Companies Act, 2013 read with Rule 2A of the Companies (Specification of Definitions Details) Rules, 2014 · click to expand

'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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