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Introduction: The Ministry of Corporate Affairs (MCA) issued a significant notification on 24th January 2024, introducing the Companies (Listing of Equity Shares in Permissible Jurisdictions) Rules, 2024, also known as the LEAP Rules 2024. These rules, governed by relevant sections of the Companies Act, 2013, outline the procedures and criteria for listing equity shares on permitted stock exchanges in permissible jurisdictions.

Companies (Listing of equity shares in permissible jurisdictions) Rules, 2024
(“LEAP Rules, 2024”)
MCA notification dated 24th January, 2024

Relevant sections of Companies Act, 2013

Section 23: Public Offer and Private Placement

(3) Such class of public companies may issue such class of securities for the purposes of listing on permitted stock exchanges1 in permissible foreign jurisdictions or such other jurisdiction2, as may be prescribed.

1 permitted stock exchanges: India International Exchange, NSE International Exchange.

2 permissible jurisdiction: International Financial Services Centre in India.

Section 469: Power of Central Government to Make Rules.

Applicability

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 Authority,

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

Analysis of Rules for Companies Listing of equity shares in permissible jurisdictions

Listing of “Equity shares” on permitted stock exchanges in permissible jurisdictions

a) Only unlisted public companies* that have no partly paid-up shares can issue equity for listing on a permitted exchange in a permissible jurisdiction.

b) Existing equity shareholders* can also offer their shares for listing (offer for sale).

*both shall comply with Direct Listing of Equity Shares of Companies Incorporated in India on International Exchanges Scheme made by the Central Government in the Ministry of Finance.

c) If the company also plans to list on a recognized Indian exchange as per SCRA, 1956, additional conditions from SEBI may apply.

d) The company must file a prospectus (e-Form LEAP-1) + fees within 7 days after filing the same with the permitted exchange.

e) After listing, the company must comply with Companies (Indian Accounting Standards) Rules, 2015 for preparation of financial statements, along with any required standards for the concerned foreign exchange.

Companies not eligible under this rule:

a) Section 8 and Nidhi under section 406 of Companies Act, 2013;

b) limited by guarantee and also having share capital;

c) having any outstanding deposits accepted from the public as per Chapter V of the Act and rules made thereunder;

d) having negative net worth as per Section 2 (57) of Companies Act, 2013;

e) defaulted in dues to banks, public financial institutions. non-convertible debenture holders, or other secured creditors, unless the default is made good, and two years has lapsed since;

f) undergoing winding-up proceedings under the Companies Act, 2013 or the IBC, 2016;

g) not filed their annual returns u/s 92 or financial statements u/s 137 of Companies Act, 2013 within the specified period.

CRUX: This rule must be complied with only in the case where listed or unlisted public company get their equity shares listed with permitted stock exchange in permissible jurisdiction (international).

Conclusion: The MCA’s notification on LEAP Rules 2024 brings clarity and guidelines for companies seeking to list equity shares on permitted stock exchanges in permissible jurisdictions. These rules, while aimed at facilitating international listing, impose certain eligibility criteria and compliance requirements to ensure transparency and investor protection. It’s crucial for companies, particularly unlisted public ones, to understand and adhere to these regulations when considering listing their equity shares internationally. For detailed advice tailored to specific circumstances, it’s advisable to consult legal or financial professionals.

***

This information is for general informational purposes only and does not constitute any legal or professional advice.

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