COMPANIES (LISTING OF EQUITY SHARES IN PERMISSIBLE JURISDICTIONS) RULES, 2024

[Mr. M. GOVINDARAJAN]

Part I of Chapter III provides the procedure for the issue of public offer by a public company and issue of securities by private companies.  Section 23(3) of the Companies Act, 2013 (‘Act’ for short) provides that Such class of public companies may issue such class of securities for the purposes of listing on permitted stock exchanges in permissible foreign jurisdictions or such other jurisdictions, as may be prescribed. In this regard the Central Government made ‘Companies (Listing of Equity shares in permissible jurisdictions) Rules, 2024 vide Notification No. GSR 61 (E), dated 24.1.2024.  These rules came into effect from 23.01.2024.

Rule 2(a) defines the term ‘Authority’ as the International Financial Services Centres Authority established under section 4 of the International Financial Services Centres Authority Act, 2019.

Rule 2(f) defines the term ‘Scheme’ as the Direct Listing of Equity Shares of Companies incorporated in India on International Exchanges Scheme made by the Central Government in the Ministry of Finance.

Application

These rules shall apply to-

• Unlisted public company;
• listed public companies, so far as they are in accordance with regulations framed or directions issued in this regard by the Securities and Exchange Board or the Authority,

which issue their securities for the purposes of listing on permitted stock exchanges in permissible jurisdictions.

Non eligibility

The following companies are not eligible to issue equity shares for listing under these rules-

• Section 8 company;
• Nidhi company;
• Companies having outstanding deposits under Chapter V of the Act;
• Companies having negative net worth;
• defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holder or any other secured creditor;
• 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;
• has defaulted in filing of an annual return under section 92 or financial statement under section 137 of the Act within the specified period.

Permitted jurisdiction

The permitted jurisdiction for the purpose of these Rules is International Financial Services Centre in India and the permitted stock exchange is the India International Exchange, NSE International Exchange.

Listing

Eligible unlisted public company which has no partly paid-up shares, may issue equity shares for the purposes of listing on a stock exchange in a permissible jurisdiction.  The issue of equity shares shall include, offer for sale of equity shares by existing shareholders of the unlisted public company for listing on a stock exchange in a permissible jurisdiction.  The company shall also comply with the requirements of the Scheme.  The company, if intends to get its equity shares listed with any recognized stock exchange shall also be in compliance with such conditions as may be specified by the Securities and Exchange Board of India.

The unlisted public company shall file the prospectus in e-Form LEAP-1 specified in the Second Schedule along with the fees within a period of seven days after the same has been finalized and filed in the permitted exchange.  The said form is to be certified by a practicing chartered accountant, practicing company secretary or practicing cost accountant.

After the listing of the equity shares of a company on any of the stock exchanges in a permissible jurisdiction, the company shall comply with Indian Accounting Standards as specified in the Annexure to the Companies (Indian Accounting Standards) Rules, 2015 in preparation of their financial statements, in addition to any other accounting standard, which they may be required to comply for the preparation o of the financial statements filed before the securities regulator concerned, or with the stock exchange concerned, as the case may be.