Regulatory framework
Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024 and related regulations issued by the Ministry of Corporate Affairs (MCA) and the Ministry of Finance.
Applicability of the rules (Rule 2)
The provisions of these rules shall apply to
A. unlisted public companies.
B. listed public companies which are issuing securities for the purposes of listing on permitted stock exchanges in permissible jurisdictions.
Jurisdiction:
Permissible jurisdiction:-International Financial Services Centre in India, GIFT city, Gujarat.
Permitted Stock Exchange:- India International exchange, NSE International exchange.
What does the new provision deal with? Rule 4
Rule 4 deals with rules wrt listing on permitted stock exchanges in permissible jurisdictions.
They are:-
(a) An unlisted public company, not falling under rule 5 (companies not eligible) and has no partly paid-up shares, may issue equity shares for the purposes of listing on a stock exchange in permissible jurisdiction, subject to compliance with requirement of the scheme. Issue in this context includes offer for sale of equity shares by existing shareholders of the ULC, for the purpose of listing.
(b) If the company mentioned above, also intends to get its equity shares listed with any other recognized stock exchange, then it shall also ensure compliance with provision of SEBI regulations.
(c) The company shall file the prospectus in e-Form LEAP-1 specified in the Schedule II along with the fees with the Registrar, within a period of 7 days after the same has been finalized and filed in the permitted exchange.
(d) Post listing, the company shall comply Ind AS rules 2015, in preparation of their financial statements, in addition to compliance with any other accounting standard required wrt FS filed before the securities regulator or exchange concerned.
Certain companies not eligible (Rule 5)
(a) Sec 8 companies or Nidhi companies (S.406);
(b) Company limited by guarantee and also having share capital
(c) Has any outstanding deposits accepted from the public
(d) Has a negative net worth
(e) Has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holder or any other secured creditor
(f) Has made, any application for winding-up under the Companies Act or resolution for winding-up under the Insolvency and Bankruptcy Code AND in cases where proceedings against the company for winding up/resolution 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.