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Government of India enables Direct Listing of Securities by Indian Companies on International Exchanges

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The Government of India through the Department of Economic Affairs (DEA), Indian Ministry of Finance and the Ministry Of Corporate Affairs have amended the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and notified the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024, respectively, to enable direct listing of securities by Indian companies on the International Financial Services Centres Authority.

The amendment to the FEMA Rules inter alia outline conditions for the issuance and listing of equity shares on international exchanges, including eligibility criteria for public Indian companies and existing shareholders. Further, the obligations of public Indian companies regarding compliance with relevant laws, voting rights, and pricing of equity shares have also been detailed.

The rules notified by the MCA apply to unlisted and listed public companies seeking to issue equity shares for listing on stock exchanges in permissible jurisdictions. The rules provide for the filing process along with ineligibility of  certain companies such as Nidhi companies, companies who have defaulted in payment of dues to banks / public financial institutions, companies against whom proceedings of resolution / winding up are pending etc.

Prior to the above, the Companies (Amendment) Act, 2020, had amended Section 23 of the Companies Act, 2013, enabling the direct listing of specified classes of securities for defined categories of public companies incorporated in India. The amended Section 23 of the Companies Act allowed companies to list their securities on approved stock exchanges situated in permissible foreign jurisdictions or other specified jurisdictions.

According to the amendment(s), the India International Exchange and NSE India International Exchange, operating within the GIFT-IFSC, which fall under the regulatory oversight of the International Financial Services Centres Authority are designated as permissible stock exchanges for such listing.

The above comes after the announcement made in July last year by the Finance Minister Smt. Nirmala Sitharaman ji to enable direct listing of Indian Companies at GIFT- IFSC exchanges. Further, a recent press release issued by the Press Information Bureau – India has stated that SEBI is also in the process of issuing the operational guidelines for listed public Indian companies in line the various above amendments.

The two gazette notifications and the PIB press release are accessible at the following links:

FEMA: https://lnkd.in/dVTF7wbJ

MCA: https://lnkd.in/dVTF7wbJ

PIB: https://lnkd.in/dy2KC_4x

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