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Listing of Equity Shares in Permissible Jurisdictions Rules G.S.R. 61(E)

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

Direct listing of equity shares by Indian unlisted public companies on permitted stock exchanges in permissible jurisdictions, the companies not eligible to list, and the permissible jurisdictions and permitted stock exchanges.

5 Rules
G.S.R. 61(E) Notification
LEAP-1 Form
G.S.R. 61(E) Enacted 24 January 2024 Enforced 24 January 2024 Ministry of Corporate Affairs
Made under

The Companies Act, 2013 Chapter III

s. 23 s. 469
6 rules visible
Default readable text
Opening text

Preamble

NOTIFICATION
New Delhi, the 24th January, 2024
G.S.R. 61(E).— In exercise of the powers conferred by sub-section (3) of section 23 read with section 469 of the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013 (18 of 2013), the Central Government hereby makes the following rules, namely:-
Chapter I

Preliminary

3 rules
R. 1 Short title and commencement
Open rule
1. Short title and commencement.‐
(1) These rules may be called the Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024.
(2) They shall come into force on the date of their publication in the Official Gazette.
R. 2 Definitions
Open rule
2. Definitions.—
(1) In these rules, unless the context otherwise requires,—
(a) "ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013)" means the Companies ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2013 (18 of 2013);
(b) "AuthorityDefined in rule 2(b): Authority means the International Financial Services Centres Authority established under section 4 of the International Financial Services Centres Authority Act, 2019 (50 of 2019)" means the International Financial Services Centres AuthorityDefined in rule 2(b): Authority means the International Financial Services Centres Authority established under section 4 of the International Financial Services Centres Authority Act, 2019 (50 of 2019) established under section 4 of the International Financial Services Centres AuthorityDefined in rule 2(b): Authority means the International Financial Services Centres Authority established under section 4 of the International Financial Services Centres Authority Act, 2019 (50 of 2019) ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 2019 (50 of 2019);
(c) "feesDefined in rule 2(c): fees means fees as specified under the Companies (Registration Offices and Fees) Rules, 2014" means feesDefined in rule 2(c): fees means fees as specified under the Companies (Registration Offices and Fees) Rules, 2014 as specified under the Companies (Registration Offices and FeesDefined in rule 2(c): fees means fees as specified under the Companies (Registration Offices and Fees) Rules, 2014) Rules, 2014;
(d) "permissible jurisdictionDefined in rule 2(d): permissible jurisdiction means a jurisdiction specified in the First Schedule" means a jurisdiction specified in the First ScheduleDefined in rule 2(e): Schedule means the Schedule annexed to these rules;
(e) "ScheduleDefined in rule 2(e): Schedule means the Schedule annexed to these rules" means the ScheduleDefined in rule 2(e): Schedule means the Schedule annexed to these rules annexed to these rules;
(f) "SchemeDefined in rule 2(f): Scheme means 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. (2) The words and expressions used herein and not defined in these rules but defined in the Act or in the Companies (Specification of Defini..." means the Direct Listing of Equity Shares of Companies Incorporated in India on International Exchanges SchemeDefined in rule 2(f): Scheme means 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. (2) The words and expressions used herein and not defined in these rules but defined in the Act or in the Companies (Specification of Defini... made by the Central Government in the Ministry of Finance.
(2) The words and expressions used herein and not defined in these rules but defined in the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or in the Companies (Specification of Definitions Details) Rules, 2014 or the SchemeDefined in rule 2(f): Scheme means 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. (2) The words and expressions used herein and not defined in these rules but defined in the Act or in the Companies (Specification of Defini..., shall have the meanings as respectively assigned to them in the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), Rules or in the SchemeDefined in rule 2(f): Scheme means 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. (2) The words and expressions used herein and not defined in these rules but defined in the Act or in the Companies (Specification of Defini....
R. 3 Application
Open rule
3. Application.- The provisions of these rules shall apply to —
(a) unlisted public companies;
(b) 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 AuthorityDefined in rule 2(b): Authority means the International Financial Services Centres Authority established under section 4 of the International Financial Services Centres Authority Act, 2019 (50 of 2019),
which issue their securities for the purposes of listing on permitted stock exchanges in permissible jurisdictions.
Chapter II

Listing on Permitted Stock Exchanges

2 rules
R. 4 Listing on permitted stock exchanges in permissible jurisdictions
Open rule
4. Listing on permitted stock exchanges in permissible jurisdictions.- (1) An unlisted public company, which does not fall under rule 5 and which has no partly paid-up shares, may issue equity shares for the purposes of listing on a stock exchange in a permissible jurisdictionDefined in rule 2(d): permissible jurisdiction means a jurisdiction specified in the First Schedule.
Explanation. — For the purposes of this sub-rule, 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 jurisdictionDefined in rule 2(d): permissible jurisdiction means a jurisdiction specified in the First Schedule.
(2) The unlisted public company or its existing shareholders referred to in sub-rule (1) shall also comply with the requirements of the SchemeDefined in rule 2(f): Scheme means 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. (2) The words and expressions used herein and not defined in these rules but defined in the Act or in the Companies (Specification of Defini....
(3) Listing of equity shares on permitted stock exchanges in permissible jurisdictionDefined in rule 2(d): permissible jurisdiction means a jurisdiction specified in the First Schedule by an unlisted public company which also intends to get its equity shares listed with any recognised stock exchange as defined under clause (f) of section 2 of the Securities Contracts (Regulation) ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013), 1956 (42 of 1956) shall also be in compliance with such conditions as may be specified by the Securities and Exchange Board of India.
(4) The unlisted public company shall file the prospectus in e-Form LEAP-1 specified in the Second ScheduleDefined in rule 2(e): Schedule means the Schedule annexed to these rules along with the feesDefined in rule 2(c): fees means fees as specified under the Companies (Registration Offices and Fees) Rules, 2014 within a period of seven days after the same has been finalised and filed in the permitted exchange.
(5) After the listing of the equity shares of a company on any of the stock exchanges in a permissible jurisdictionDefined in rule 2(d): permissible jurisdiction means a jurisdiction specified in the First Schedule, 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 of the financial statements filed before the securities regulator concerned, or with the stock exchange concerned, as the case may be.
R. 5 Certain companies not eligible
Open rule
5. Certain companies not eligible.- A company shall not be eligible for issuing its equity shares for listing in accordance with these rules, in case it —
(a) has been registered under section 8 or declared as Nidhi under section 406 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(b) is a company limited by guarantee and also having share capital;
(c) has any outstanding deposits accepted from the public as per Chapter V of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) and rules made thereunder;
(d) has a negative net worth;
Explanation.— For the purposes of this clause, the expression "net worth" shall have the same meaning as assigned to it under clause (57) of section 2 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013);
(e) has defaulted in payment of dues to any bank or public financial institution or non-convertible debenture holder or any other secured creditor:
Provided that this clause shall not apply if the company had made good the default and a period of two years had lapsed since the date of making good the default;
(f) has made any application for winding-up under the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) 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 ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) or for resolution or winding-up under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) is pending;
(g) has defaulted in filing of an annual return under section 92 or financial statement under section 137 of the ActDefined in rule 2(a): Act means the Companies Act, 2013 (18 of 2013) within the specified period.
Chapter Schedules

Schedules

1 rules
Schedule I First Schedule
Open rule
THE FIRST SCHEDULEDefined in rule 2(e): Schedule means the Schedule annexed to these rules [See rule 2 (1) (d) and (e)]
Permissible JurisdictionDefined in rule 2(d): permissible jurisdiction means a jurisdiction specified in the First Schedule
Permitted Stock Exchange
International Financial Services Centre in India.
India International Exchange, NSE International Exchange.