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Companies (Listing of Equity Shares in
permissible Jurisdictions) Rules, 2024
LEAP FORMS
DIRECT LISTING OF SHARES BY INDIAN PUBLIC
COMPANIES PERMITTED ON INTERNATIONAL
EXCHANGES IN GIFT-IFSC
30th October, 2023
• Notified Section 5 of the Companies
(Amendment) Act 2020, amending
section 23 of the Companies Act
2013, which allowed certain class
of Indian public companies to list
their securities on permitted
foreign stock exchanges.
• Detailed Framework awaited.
24th January, 2024
• Notified Companies (Listing of equity shares
in permissible jurisdictions) Rules 2024 and
amended the Foreign Exchange Management
(Non-debt Instruments) Rules, 2019 (“FEMA
Non-Debt Rules 2019”) respectively, thereby
paving the way for Indian public companies to
list their equity shares on permissible
international stock exchanges in Gujarat
International Finance Tec-City - International
Financial Services Centre in India (“GIFT-
IFSC”).
In a nutshell
FEMA Non-Debt Rules
2019
• Permitting direct
listing of equity
shares of Indian
public companies on
international
exchanges operating
in GIFT-IFSC.
Permitted
International
Exchanges
• India International
Exchange
• NSE International
Exchange.
ELIGIBLE COMPANIES
• Unlisted public companies
• Listed public companies (in
accordance with SEBI
regulations and IFSCA)
• New issue or offer for sale
• Dematerialized form ranking pari-
passu with existing equity shares
• Not resident in India under FEMA
• Individual / entities from land bordering
counties can invest in equity shares
traded on such exchanges, provided
prior Government approval is obtained
ELIGIBLE COMPANIES
MODE OF
ISSUANCE
AND LISTING
PERMISSIBLE HOLDER / INVESTORS
Permissible
securities
Equity Shares
Permissible
Jurisdiction
GIFT-IFSC
Foreign Investment
Limits
Foreign holding shall not exceed
limits prescribed under Schedule
I to FEMA Non-Debt Rules 2019
Regulator
• International Financial
Services Center
Authority (IFSCA)
• MCA
• SEBI
RESTRICTIONS ON LISTING OF EQUITY
SHARES
• Section 8 / Nidhi Company;
• Company limited by guarantee and also having a paid share capital;
• Company having negative net worth;
• Company having outstanding deposits accepted from the public as per Chapter V of the Companies Act 2013;
• Such other conditions prescribed under Rule 3 of the FEMA Direct Listing Scheme and Rule 5 of the Companies Overseas
Listing Rules that prescribes eligibility as well as restrictions for issuance of equity shares by Indian public companies.
• has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holder or any
other secured creditor (Not Applicable if two years had lapsed since the date of making good the default)
• has made any application for winding-up under the Act or for resolution or winding-up under the Insolvency and
Bankruptcy Code, 2016
• has defaulted in filing of an annual return under section 92 or financial statement under section 137 of the Act within
the specified period
Listed
Not less than the price
applicable to a
corresponding mode of
issuance of such equity
shares, to domestic investors
under the applicable laws.
Un Listed
Not be less than the fair
market value under FEMA
Non-Debt Rules 2019
P
R
I
C
I
N
G
CLARIFICATION ISSUED THROUGH FAQS
• Private Companies are not eligible;
• Public companies falling under sectors prohibited for Foreign Direct Investment
(FDI) are not allowed to list their equity shares on permissible international
exchanges;
• Indian residents are not regarded as permissible holders and hence are not
permitted to trade in equity shares listed on permissible international exchanges;
• Non-resident Indians (NRI) are permitted to buy or sell equity shares of an Indian
company listed on permissible international exchanges;
• It is not mandatory for an unlisted public company intending to list on permissible
international exchanges, to also list on domestic exchanges in India.
Eliminates foreign currency risks for
investors as transaction is in foreign
currency
Extended Trading hours (more than 20
hours a day)
GIFT-IFSC offers tax incentives and
benefits under Income Tax Act, 1961 and
any capital gains tax arising on transfer of
equity shares of Indian companies in GIFT-
IFSC, are exempt from tax
POTENTIAL BENEFITS
E FORM LEAP 1
• Purpose of the eForm- Form for submission of Prospectus
with the Registrar with in seven days after the same has
been finalized and filed in the permitted exchange.
Tap the Global Market for raising Funds
Better valuation of Indian companies
CONCLUSION
Unlock unprecedented growth opportunities Broaden the investor base
THANK YOU
By Hetal Maheshwari
Company Secretary
ACS:55959

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Companies (Listing of Equity Shares in permissible Jurisdictions) Rules, 2024

  • 1. Companies (Listing of Equity Shares in permissible Jurisdictions) Rules, 2024 LEAP FORMS
  • 2. DIRECT LISTING OF SHARES BY INDIAN PUBLIC COMPANIES PERMITTED ON INTERNATIONAL EXCHANGES IN GIFT-IFSC 30th October, 2023 • Notified Section 5 of the Companies (Amendment) Act 2020, amending section 23 of the Companies Act 2013, which allowed certain class of Indian public companies to list their securities on permitted foreign stock exchanges. • Detailed Framework awaited. 24th January, 2024 • Notified Companies (Listing of equity shares in permissible jurisdictions) Rules 2024 and amended the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Non-Debt Rules 2019”) respectively, thereby paving the way for Indian public companies to list their equity shares on permissible international stock exchanges in Gujarat International Finance Tec-City - International Financial Services Centre in India (“GIFT- IFSC”).
  • 3. In a nutshell FEMA Non-Debt Rules 2019 • Permitting direct listing of equity shares of Indian public companies on international exchanges operating in GIFT-IFSC. Permitted International Exchanges • India International Exchange • NSE International Exchange.
  • 4. ELIGIBLE COMPANIES • Unlisted public companies • Listed public companies (in accordance with SEBI regulations and IFSCA) • New issue or offer for sale • Dematerialized form ranking pari- passu with existing equity shares • Not resident in India under FEMA • Individual / entities from land bordering counties can invest in equity shares traded on such exchanges, provided prior Government approval is obtained ELIGIBLE COMPANIES MODE OF ISSUANCE AND LISTING PERMISSIBLE HOLDER / INVESTORS
  • 5. Permissible securities Equity Shares Permissible Jurisdiction GIFT-IFSC Foreign Investment Limits Foreign holding shall not exceed limits prescribed under Schedule I to FEMA Non-Debt Rules 2019 Regulator • International Financial Services Center Authority (IFSCA) • MCA • SEBI
  • 6. RESTRICTIONS ON LISTING OF EQUITY SHARES • Section 8 / Nidhi Company; • Company limited by guarantee and also having a paid share capital; • Company having negative net worth; • Company having outstanding deposits accepted from the public as per Chapter V of the Companies Act 2013; • Such other conditions prescribed under Rule 3 of the FEMA Direct Listing Scheme and Rule 5 of the Companies Overseas Listing Rules that prescribes eligibility as well as restrictions for issuance of equity shares by Indian public companies. • has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holder or any other secured creditor (Not Applicable if two years had lapsed since the date of making good the default) • has made any application for winding-up under the Act or for resolution or winding-up under the Insolvency and Bankruptcy Code, 2016 • has defaulted in filing of an annual return under section 92 or financial statement under section 137 of the Act within the specified period
  • 7. Listed Not less than the price applicable to a corresponding mode of issuance of such equity shares, to domestic investors under the applicable laws. Un Listed Not be less than the fair market value under FEMA Non-Debt Rules 2019 P R I C I N G
  • 8. CLARIFICATION ISSUED THROUGH FAQS • Private Companies are not eligible; • Public companies falling under sectors prohibited for Foreign Direct Investment (FDI) are not allowed to list their equity shares on permissible international exchanges; • Indian residents are not regarded as permissible holders and hence are not permitted to trade in equity shares listed on permissible international exchanges; • Non-resident Indians (NRI) are permitted to buy or sell equity shares of an Indian company listed on permissible international exchanges; • It is not mandatory for an unlisted public company intending to list on permissible international exchanges, to also list on domestic exchanges in India.
  • 9. Eliminates foreign currency risks for investors as transaction is in foreign currency Extended Trading hours (more than 20 hours a day) GIFT-IFSC offers tax incentives and benefits under Income Tax Act, 1961 and any capital gains tax arising on transfer of equity shares of Indian companies in GIFT- IFSC, are exempt from tax POTENTIAL BENEFITS
  • 10. E FORM LEAP 1 • Purpose of the eForm- Form for submission of Prospectus with the Registrar with in seven days after the same has been finalized and filed in the permitted exchange.
  • 11. Tap the Global Market for raising Funds Better valuation of Indian companies CONCLUSION Unlock unprecedented growth opportunities Broaden the investor base
  • 12. THANK YOU By Hetal Maheshwari Company Secretary ACS:55959